Common use of Subordination to Senior Debt Clause in Contracts

Subordination to Senior Debt. The Company, for itself, its successors and assigns, covenants and agrees, and the Payee and each successive Holder by acceptance of this Debenture likewise covenants and agrees, that the payment of the principal of and interest on this Debenture is subordinated in right of payment to the payment of all existing and future Senior Debt (as hereinafter defined) of the Company. "Senior Debt" means the principal of (and premium, if any) and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any Bankruptcy Law (as defined in Section 7.1 below), but only to the extent allowed or permitted to the holder of such Debt against the bankruptcy or other insolvency estate of the Company in such proceeding) and fees, expenses, reimbursement obligations, indemnity obligations and other amounts due on or in connection with any Debt incurred, assumed or guaranteed by the Company, whether outstanding on the date of the issuance of the Debentures or thereafter incurred, assumed or guaranteed and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any such Debt; provided, however, that the following will not constitute Senior Debt: (a) any Debt if the instrument creating the same or evidencing the same or pursuant to which the same is outstanding expressly provides (i) that such Debt shall not be senior in right of payment to the Debentures, or (ii) that such Debt shall be subordinated to any other Debt of the Company, unless such instrument expressly provides that such Debt shall be senior in right of payment to the Debentures; (b) any Debt of the Company in respect of the Debentures; and (c) any Debt representing the redemption price of any preferred stock.

Subordination to Senior Debt. The CompanyNotwithstanding any other provision ---------------------------- of the Note, for itselfany document or instrument executed by Guarantor in connection therewith, or any collateral now or hereafter securing the Note, all indebtedness evidenced by the Note (including without limitation of principal interest, fees and charges) and all other present or future liabilities, indebtedness or obligations of Guarantor to Holder (collectively, the "SUBORDINATED DEBT") are and shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the prior indefeasible payment in full in cash of all Senior Debt. "SENIOR DEBT" means (a) all indebtedness, liabilities and obligations of every kind or nature, absolute or contingent, now existing or hereafter arising, of Guarantor, its successors and assigns, covenants to any Senior Creditor, its successors and agreesassigns, and the Payee and each successive Holder by acceptance of this Debenture likewise covenants and agrees, that the payment of including without limitation the principal of and interest on this Debenture is subordinated in right of payment to the payment of all existing and future Senior Debt (as hereinafter defined) of the Company. "Senior Debt" means the principal of (and premiumof, if any) and interest on (including any interest accruing after the filing commencement of a petition initiating any bankruptcy, insolvency or similar proceeding pursuant with respect to Guarantor or Holder and any Bankruptcy Law interest which would have accrued but for the commencement of any such proceeding), and all premiums, fees, charges and expenses, constituting Guaranteed Obligations (as defined in Section 7.1 below), but only to the extent allowed Guaranty) or permitted to the holder of such Debt against the bankruptcy or other insolvency estate of the Company in such proceeding) and fees, expenses, reimbursement obligations, indemnity obligations and other amounts due on otherwise arising under or in connection with any Debt incurredthe Guaranty, assumed the Obligations (as defined in the Credit Agreement), the Senior Notes or guaranteed by the Company, whether outstanding on the date of the issuance of the Debentures or thereafter incurred, assumed or guaranteed Senior Note Agreement; and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any such Debt; provided, however, that the following will not constitute Senior Debt: (a) any Debt if the instrument creating the same or evidencing the same or pursuant to which the same is outstanding expressly provides (i) that such Debt shall not be senior in right of payment to the Debentures, or (ii) that such Debt shall be subordinated to any other Debt of the Company, unless such instrument expressly provides that such Debt shall be senior in right of payment to the Debentures; (b) any Debt modifications, amendments, renewals or extensions of any indebtedness or obligation described in clause (a) above. Except as and to the extent provided hereinafter, Holder will not ask, demand, xxx for, take or receive from Guarantor, by set-off or in any other manner, whether through the realization of value from collateral or otherwise, direct or indirect payment (whether in cash or property), of the Company in respect whole or any part of the Debentures; and (c) Subordinated Debt, or any Debt representing the redemption price transfer of any preferred stockproperty in payment thereof or as security therefor, unless and until the Guaranty has terminated.

Subordination to Senior Debt. The Company, Company covenants and agrees for itself, itself and its successors and assigns, covenants and agrees, and the Payee and each successive Holder by acceptance of this Debenture Subordinated Creditor likewise covenants and agrees, that the payment of the principal of Subordinated Debt is hereby expressly subordinated, to the extent that and interest on this Debenture is subordinated in the manner hereinafter set forth, in right and order of payment to the prior payment in full in cash or cash equivalents of all Senior Debt. While any Senior Debt shall be outstanding, the Company shall not make any payment on or in respect of, or transfer any property or interest in property as collateral security for, the Subordinated Debt and the Subordinated Creditor (including any subsequent holders of the Subordinated Debt) shall not demand or accept any such payment or collateral security, or take any action with respect to the Subordinated Debt inconsistent with the priority position of the Senior Debt established by these subordination provisions, except as expressly permitted by these subordination provisions. The provisions of this Section 2 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt, and each such holder is hereby made an obligee hereunder the same as if their names were written herein as such and is entitled to enforce the provisions of this Section 2, subject to provisions thereof, without any act or notice of acceptance hereof or in reliance hereon. To the extent any payment of all existing and future Senior Debt (as hereinafter defined) whether by or on behalf of the Company. "Senior Debt" means Borrower, the principal Company or any other Guarantor, as proceeds of (and premiumsecurity or enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or similar party under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if any) and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any Bankruptcy Law (as defined in Section 7.1 below)such payment is recovered by, but only to the extent allowed or permitted to the holder of paid over to, such Debt against the bankruptcy trustee, receiver or other insolvency estate similar party, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. For purposes of this Section 2, the Company in such proceeding) and fees, expenses, reimbursement obligations, indemnity obligations and other amounts due on or in connection with any Debt incurred, assumed or guaranteed by the Company, whether outstanding on the date of the issuance of the Debentures or thereafter incurred, assumed or guaranteed and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any such Debt; provided, however, that the following will not constitute Senior Debt: (a) any Debt if the instrument creating the same or evidencing the same or pursuant to which the same is outstanding expressly provides (i) that such Bank Debt shall not be senior considered to be paid in right full unless at the time of such payment to or thereafter the Debentures, commitments relating thereto shall have expired or (ii) that such Debt shall be subordinated to any other Debt of the Company, unless such instrument expressly provides that such Debt shall be senior in right of payment to the Debentures; (b) any Debt of the Company in respect of the Debentures; and (c) any Debt representing the redemption price of any preferred stockbeen terminated.