Common use of Furtherance of Subordination Clause in Contracts

Furtherance of Subordination. Each holder of the Subordinated Indebtedness agrees as follows: (a) If any proceeding referred to in Section 1.03 above is commenced by or against the Guarantor: (i) the Administrative Agent (as defined in the Guarantee and Agreement referred to in Section 1.08 below), acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder of the Subordinated Indebtedness or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 1.03(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation. voting the claims arising under the Subordinated Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and (ii) each holder of the Subordinated Indebtedness shall duly and promptly take such action as the holders of the Senior Indebtedness may request (A) to collect the Subordinated Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (B) to execute and deliver to the holders of the Senior Indebtedness such powers of attorney, assignments or other instruments as the holders of the Senior Indebtedness may request in order to enable the holders of the Senior Indebtedness to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Indebtedness, and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Indebtedness. (iii) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Agreement, whether or not the Guarantor shall have complied with any of the provisions hereof applicable to it, at any time when the holder of the Subordinated Indebtedness shall have failed to comply with any of the provisions of this Agreement applicable to it. The holder of the Subordinated Indebtedness hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Furtherance of Subordination. Each holder of the Subordinated Indebtedness agrees as follows: (a) If any proceeding referred to in Section 1.03 above is commenced by or against the Guarantor: (i) the Administrative Security Agent (as defined in the Guarantee and Agreement referred to in Section 1.08 below), acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder of the Subordinated Indebtedness or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 1.03(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation. , voting the claims arising under the Subordinated Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and (ii) each holder of the Subordinated Indebtedness shall duly and promptly take such action as the holders of the Senior Indebtedness may request (A) to collect the Subordinated Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (B) to execute and deliver to the holders of the Senior Indebtedness such powers of attorney, assignments or other instruments as the holders of the Senior Indebtedness may request in order to enable the holders of the Senior Indebtedness to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Indebtedness, and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Indebtedness. (iii) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Agreement, whether or not the Guarantor shall have complied with any of the provisions hereof applicable to it, at any time when the holder of the Subordinated Indebtedness shall have failed to comply with any of the provisions of this Agreement applicable to it. The holder of the Subordinated Indebtedness hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Furtherance of Subordination. Each holder of the Subordinated Indebtedness agrees as follows: (a) If any proceeding referred to in Section 1.03 3 above is commenced by or against the Guarantorany Covanta Party: (ia) the Administrative Agent (as defined in the Guarantee and Agreement referred to in Section 1.08 below)Agent, acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder holders of the Subordinated Intercompany Indebtedness or otherwise), but shall have no obligation, to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 1.03(b3(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation. , voting the claims arising under the Subordinated Intercompany Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Intercompany Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and; (iib) each holder of the Subordinated Intercompany Indebtedness shall duly and promptly take such action as the holders of the Senior Indebtedness Administrative Agent may request (Ai) to collect the Subordinated Intercompany Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Intercompany Indebtedness, (Bii) to execute and deliver to the holders of the Senior Indebtedness Administrative Agent such powers of attorney, assignments or other instruments as the holders of the Senior Indebtedness Administrative Agent may request in order to enable the holders of the Senior Indebtedness Administrative Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Intercompany Indebtedness, and (Ciii) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Intercompany Indebtedness.; and (iiic) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Agreement, whether or not the Guarantor such Covanta Party shall have complied with any of the provisions hereof applicable to it, at any time when the holder holders of the Subordinated Intercompany Indebtedness shall have failed to comply with any of the provisions of this Agreement applicable to it. The Each holder of the Subordinated Intercompany Indebtedness hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.. 103516529_3

Furtherance of Subordination. Each holder of the Subordinated Indebtedness agrees as follows: (a) If any proceeding referred to in Section 1.03 3 above is commenced by or against the Guarantorany Covanta Party: (ia) the Administrative Agent (as defined in the Guarantee and Agreement referred to in Section 1.08 below)Agent, acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder holders of the Subordinated Intercompany Indebtedness or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 1.03(b3(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation. , voting the claims arising under the Subordinated Intercompany Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Intercompany Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and; (iib) each holder of the Subordinated Intercompany Indebtedness shall duly and promptly take such action as the holders of the Senior Indebtedness Administrative Agent may request (Ai) to collect the Subordinated Intercompany Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Intercompany Indebtedness, (Bii) to execute and deliver to the holders of the Senior Indebtedness Administrative Agent such powers of attorney, assignments or other instruments as the holders of the Senior Indebtedness Administrative Agent may request in order to enable the holders of the Senior Indebtedness Administrative Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Intercompany Indebtedness, and (Ciii) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Intercompany Indebtedness.; and (iiic) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Agreement, whether or not the Guarantor such Covanta Party shall have complied with any of the provisions hereof applicable to it, at any time when the holder holders of the Subordinated Intercompany Indebtedness shall have failed to comply with any of the provisions of this Agreement applicable to it. The Each holder of the Subordinated Intercompany Indebtedness hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Furtherance of Subordination. Each holder of the Subordinated Indebtedness agrees as follows: (a) If any proceeding referred to in Section 1.03 3 above is commenced by or against the Guarantorany Covanta Party: (ia) the Administrative Agent (as defined in the Guarantee and Agreement referred to in Section 1.08 below)Agent, acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder holders of the Subordinated Intercompany Indebtedness or otherwise), but shall have no obligation, to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 1.03(b3(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation. , voting the claims arising under the Subordinated Intercompany Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Intercompany Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and; (iib) each holder of the Subordinated Intercompany Indebtedness shall duly and promptly take such action as the holders of the Senior Indebtedness Administrative Agent may request (Ai) to collect the Subordinated Intercompany Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Intercompany Indebtedness, (Bii) to execute and deliver to the holders of the Senior Indebtedness Administrative Agent such powers of attorney, assignments or other instruments as the holders of the Senior Indebtedness Administrative Agent may request in order to enable the holders of the Senior Indebtedness Administrative Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Intercompany Indebtedness, and (Ciii) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Intercompany Indebtedness.; and (iiic) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Agreement, whether or not the Guarantor such Covanta Party shall have complied with any of the provisions hereof applicable to it, at any time when the holder holders of the Subordinated Intercompany Indebtedness shall have failed to comply with any of the provisions of this Agreement applicable to it. The Each holder of the Subordinated Intercompany Indebtedness hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Furtherance of Subordination. Each holder of the Subordinated Indebtedness agrees as follows: (a) If any proceeding referred to in Section 1.03 above is commenced by or against the Guarantor: Company: (i) the Administrative Agent (as defined in the Guarantee and Credit Agreement referred to in Section 1.08 below), acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder of the Subordinated Indebtedness or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 1.03(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation. , voting the claims arising under the Subordinated Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and and (ii) each holder of the Subordinated Indebtedness shall duly and promptly take such action as the holders of the Senior Indebtedness Administrative Agent may request (A) to collect the Subordinated Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (B) to execute and deliver to the holders of the Senior Indebtedness Administrative Agent such powers of attorney, assignments or other instruments as the holders of the Senior Indebtedness Administrative Agent may request in order to enable the holders of the Senior Indebtedness Administrative Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Indebtedness, and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Indebtedness. (iii) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Agreement, whether or not the Guarantor Company shall have complied with any of the provisions hereof applicable to it, at any time when the holder of the Subordinated Indebtedness shall have failed to comply with any of the provisions of this Agreement applicable to it. The holder of the Subordinated Indebtedness hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Furtherance of Subordination. Each holder of the ------------------------------------------- Subordinated Indebtedness agrees as follows: (a) If any proceeding referred to in Section 1.03 above is commenced by or against the GuarantorBorrower: (i) the Administrative Admnistrative Agent (as defined in the Guarantee and Credit Agreement referred to in Section 1.08 below), acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder of the Subordinated Indebtedness or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 1.03(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation. , voting the claims arising under the Subordinated Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and (ii) each holder of the Subordinated Indebtedness shall duly and promptly take such action as the holders of the Senior Indebtedness may request (A) to collect the Subordinated Indebtedness for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (B) to execute and deliver to the holders of the Senior Indebtedness such powers of attorney, assignments or other instruments as the holders of the Senior Indebtedness may request in order to enable the holders of the Senior Indebtedness to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Indebtedness, and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Indebtedness. (iii) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Agreement, whether or not the Guarantor Borrower Exhibit E shall have complied with any of the provisions hereof applicable to it, at any time when the holder of the Subordinated Indebtedness shall have failed to comply with any of the provisions of this Agreement applicable to it. The holder of the Subordinated Indebtedness hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.