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Common use of NO SUBORDINATION Clause in Contracts

NO SUBORDINATION. 7.8.1. Notwithstanding any other provision of this Agreement, the Company shall not enter into any agreement with any Person granting an encumbrance, lien, or other interest in the System of any type or any kind that would affect the rights or interests of the City under the terms of this Agreement. For the avoidance of doubt, the City’s rights in the event of default, termination or expiration, the City’s rights to payment, and the Company’s obligation to maintain the Security Fund will remain superior in interest to that of any Person under any and all sets of circumstance, including without limited, any case or proceeding involving the Company under the United States Bankruptcy Code, 11 U.S.C. sections 101 et seq. and any action to enforce any agreement to which the Company is a party. For the further avoidance of doubt, this provision is intended to constitute a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code and to be enforceable as set forth therein. 7.8.2. In the event that the Company has entered or will enter into any agreement with any Person granting an encumbrance, lien, or other interest in the System of any type or kind, the Company shall include in such agreement a provision substantially in the form of the following: “Notwithstanding any other provision of this Agreement, nothing herein shall create an encumbrance in any assets of the Company that would affect the rights or interests of the City of New York (“the City”) under the terms of the Information Services Franchise Agreement by and between the Company and the City, including but not limited to the City’s rights upon default, termination, or expiration. For the avoidance of doubt, the City’s rights and interests under the Information Services Franchise Agreement will not be altered or impaired by the transactions contemplated by this Agreement, including without limitation, any case or proceeding involving the Company under the United States Bankruptcy Code, 11 U.S.C. sections 101 et seq. and any action to enforce any agreement among the parties hereto. Furthermore, the parties agree that this Agreement will be read in such manner as to be consistent with the City’s and the Company’s rights or obligations under the Information Services Franchise Agreement. In the event of a conflict, the Information Services Franchise Agreement will be given greater effect and take precedence over the terms and conditions of this Agreement.”

Appears in 6 contracts

Samples: Franchise Agreement, Franchise Agreement, Franchise Agreement

NO SUBORDINATION. 7.8.1. Notwithstanding any other provision of this Agreement, the Company shall not enter into any agreement with any Person granting an encumbrance, lien, or other interest in the System of any type or any kind that would affect the rights or interests of the City under the terms of this Agreement. For the avoidance of doubt, the City’s rights in the event of default, termination or expiration, the City’s rights to payment, and the Company’s obligation to maintain the Security Fund will remain superior in interest to that of any Person under any and all sets of circumstance, including without limited, any case or proceeding involving the Company under the United States Bankruptcy Code, 11 U.S.C. sections 101 et seq. and any action to enforce any agreement to which the Company is a party. For the further avoidance of doubt, this provision is intended to constitute a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code and to be enforceable as set forth therein. 7.8.2. In the event that the Company has entered or will enter into any agreement with any Person granting an encumbrance, lien, or other interest in the System of any type or kind, the Company shall include in such agreement a provision substantially in the form of the following: “Notwithstanding any other provision of this Agreement, nothing herein shall create an encumbrance in any assets of the Company that would affect the rights or interests of the City of New York (“the City”) under the terms of the Information Services Franchise Agreement by and between the Company and the City, including but not limited to the City’s rights upon default, termination, or expiration. For the avoidance of doubt, the City’s rights and interests under the Information Services Franchise Agreement will not be altered or impaired by the transactions contemplated by this Agreement, including without limitation, any case or proceeding involving the Company under the United States Bankruptcy Code, 11 U.S.C. sections 101 et e t seq. and any action to enforce any agreement among the parties hereto. Furthermore, the parties agree that this Agreement will be read in such manner as to be consistent with the City’s and the Company’s rights or obligations under the Information Services Franchise Agreement. In the event of a conflict, the Information Services Franchise Agreement will be given greater effect and take precedence over the terms and conditions of this Agreement.”

Appears in 3 contracts

Samples: Franchise Agreement, Franchise Agreement, Franchise Agreement