Common use of Subordination to Senior Debt Clause in Contracts

Subordination to Senior Debt. Notwithstanding anything to the contrary contained in this Note, the Maker covenants and agrees, and the Holder by acceptance of this Note likewise covenants and agrees, that the Maker's indebtedness under this Note shall be junior and subordinate to the Senior Debt (as hereafter defined) to the extent and in the manner set forth in this SECTION 5, except to the extent otherwise agreed to in writing by the Holder and any Senior Lender (as defined herein) with respect to the Senior Debt held by or payable to that Senior Lender. Each subsection of this SECTION 5 shall be given independent effect so that if a particular payment or action is prohibited by any one of these subsections, it shall be prohibited although it otherwise would not be prohibited by another subsection. Without the prior written consent of the Senior Lender (or, in the case of the Senior Credit Facility, of the agent thereof), the Maker covenants and agrees, and the Holder by acceptance of this Note likewise covenants and agrees, that so long as such Senior Debt is outstanding or commitments under the Senior Credit Facility shall remain in effect, (i) the Maker will not make and the Holder will not receive any voluntary prepayments hereunder, (ii) the Maker will not grant and the Holder will not receive any collateral as security for obligations hereunder, and (iii) the Maker and the Holder will not amend any provision of this Section 5 nor amend in any way adverse to any Senior Lender any other provision of this Note.

Subordination to Senior Debt. Notwithstanding anything The Guarantied Obligations are subordinate and junior in right of payment to any and all guaranties or other Debt of the Guarantors owing to the contrary contained holders of Senior Debt in this Note, respect of the Maker covenants Senior Debt to the same extent and agrees, and on the Holder by acceptance of this Note likewise covenants and agrees, that same terms as the Maker's indebtedness under this Note shall be junior and subordinate Notes are subordinated to the Senior Debt (as hereafter defined) pursuant to the provisions of Section 7 of the Note Agreement. The provisions of Section 7 of the Note Agreement and the defined terms set forth in Section 8.1 of the Note Agreement, to the extent used in such Section 7, are hereby incorporated in their entirety herein, mutatis mutandis, by this reference thereto. Each Noteholder shall be deemed to acknowledge and agree that the these subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the creation of Notes, to acquire and hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Debt, and each holder of Senior Debt shall be a direct beneficiary of the manner set forth provisions of this Section ?. Notwithstanding anything contained in this SECTION 5, except Unconditional Guaranty or any other Financing Document to the extent otherwise agreed to in writing by the Holder and any Senior Lender (as defined herein) with respect to the Senior Debt held by contrary, this Section ? may not, directly or payable to that Senior Lender. Each subsection of this SECTION 5 shall indirectly, be given independent effect so that if a particular payment amended, modified, supplemented or action is prohibited by any one of these subsections, it shall be prohibited although it otherwise would not be prohibited by another subsection. Without waived without the prior written consent of the Senior Lender (orAgent, in on behalf of the case holders of the Senior Credit FacilityDebt, of the agent thereof), the Maker covenants and agrees, and the Holder by acceptance of this Note likewise covenants and agrees, that for so long as such Senior Debt is outstanding or commitments under the Senior Credit Facility shall remain exist, and, thereafter, the holders of the Senior Debt. Nothing in effectthis Section ? shall affect, (i) as among the Maker will not make Guarantors and the Holder will not receive any voluntary prepayments hereunderNoteholders, (ii) the Maker will not grant obligations of the Guarantors under this Subsidiary Guaranty, which obligations remain absolute and the Holder will not receive any collateral as security for obligations hereunder, and (iii) the Maker and the Holder will not amend any provision of this Section 5 nor amend in any way adverse to any Senior Lender any other provision of this Noteunconditional notwithstanding such subordination.

Subordination to Senior Debt. Notwithstanding anything The Guarantied Obligations and all other obligations of the Guarantor in respect of the Subordinated Debt are subordinate and junior in right of payment to any and all guaranties or other Debt of the Guarantors owing to the contrary contained holders of Senior Debt in this Note, respect of the Maker covenants Senior Debt to the same extent and agrees, and on the Holder by acceptance of this Note likewise covenants and agrees, that same terms as the Maker's indebtedness under this Note shall be junior and subordinate Subordinated Debt are subordinated to the Senior Debt (as hereafter defined) pursuant to the provisions of Section 7 of the Note Agreement. The provisions of Section 7 of the Note Agreement and the defined terms set forth in Section 8.1 of the Note Agreement, to the extent used in such Section 7, are hereby incorporated in their entirety herein, mutatis mutandis, by this reference thereto. Each Noteholder shall be deemed to acknowledge and agree that the these subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the creation of Notes, to acquire and hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Debt, and each holder of Senior Debt shall be a direct beneficiary of the manner set forth provisions of this Section 2.18. Notwithstanding anything contained in this SECTION 5, except Unconditional Guaranty or any other Financing Document to the extent otherwise agreed to in writing by the Holder and any Senior Lender (as defined herein) with respect to the Senior Debt held by contrary, this Section 2.18 may not, directly or payable to that Senior Lender. Each subsection of this SECTION 5 shall indirectly, be given independent effect so that if a particular payment amended, modified, supplemented or action is prohibited by any one of these subsections, it shall be prohibited although it otherwise would not be prohibited by another subsection. Without waived without the prior written consent of the Senior Lender (orAgent, in on behalf of the case holders of the Senior Credit FacilityDebt, of the agent thereof), the Maker covenants and agrees, and the Holder by acceptance of this Note likewise covenants and agrees, that for so long as such Senior Debt is outstanding or commitments under the Senior Credit Facility shall remain exist, and, thereafter, the holders of the Senior Debt. Nothing in effectthis Section 2.18 shall affect, (i) as among the Maker will not make Guarantors and the Holder will not receive any voluntary prepayments hereunderNoteholders, (ii) the Maker will not grant obligations of the Guarantors under this Unconditional Guaranty, which obligations remain absolute and the Holder will not receive any collateral as security for obligations hereunder, and (iii) the Maker and the Holder will not amend any provision of this Section 5 nor amend in any way adverse to any Senior Lender any other provision of this Noteunconditional notwithstanding such subordination.