Common use of Ranking of Deficiency Payment Clause in Contracts

Ranking of Deficiency Payment. (a) SLF’s obligation to make any Deficiency Payment is expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. Notwithstanding anything in this Agreement to the contrary, upon any distribution of assets of SLF upon any dissolution, winding-up, liquidation or reorganization of SLF, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of SLF or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Agreement upon the Senior Indebtedness and the holders thereof with respect to payments in respect of this Agreement and SLA for the benefit of holders of SLA Preferred Shares by a lawful plan or reorganization under applicable insolvency law): (i) the holders of all Senior Indebtedness shall be entitled to receive payment in full due thereon before SLA or any holder of SLA Preferred Shares is entitled to receive any payment in respect of a Deficiency Payment; (ii) any payment or distribution of assets of SLF of any kind or character to which SLA, for the benefit of the holders of SLA Preferred Shares, would be entitled but for the provisions of this Section 2.5(a) shall be paid by the liquidating trustee, agent or other Person making such payment or distribution directly to the holders of Senior Indebtedness or their representatives or to the trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof; and (iii) if, notwithstanding the foregoing, any payment or distribution of assets of SLF of any kind or character shall be received by SLA, for the benefit of the holders of SLA Preferred Shares, before payment in full of all Senior Indebtedness, such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representatives or to the trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Senior Indebtedness, SLA, for the benefit of the holders of SLA Preferred Shares, shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of SLF applicable to Senior Indebtedness until any Deficiency Payment shall be paid in full and no payments or distributions to SLA, for the benefit of the holders of SLA Preferred Shares, of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between SLF, SLA and the holders of SLA Preferred Shares, be deemed to be a payment by SLF to or on account of any Deficiency Payment. The provisions of Sections 2.5(a) and this Section 2.5(b) are and are intended solely for the purpose of defining the relative rights of SLA, for the benefit of the holders of SLA Preferred Shares, on the one hand, and the holders of Senior Indebtedness, on the other hand. Nothing contained in Section 2.5(a) or this Section 2.5(b) or elsewhere in this Agreement is intended to or shall impair, as between SLF and SLA, for the benefit of the holders of SLA Preferred Shares, the obligation of SLF, which is unconditional and absolute, to pay to SLA, in trust for the benefit of holders of SLA Preferred Shares, a Deficiency Payment, as and when the same shall become due and payable in accordance with the terms of this Agreement, nor shall anything in this Agreement prevent SLA, for the benefit of the holders of SLA Preferred Shares, from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Section 2.5(a) and this Section 2.5(b) of the holders of Senior Indebtedness in respect of cash, property or securities of SLF received upon the exercise of any such remedy. (c) No payment by SLF on account of a Deficiency Payment shall be made unless full payment of amounts then due on Senior Indebtedness has been made or duly provided for in money or money’s worth.

Ranking of Deficiency Payment. (a) SLF’s obligation MFC covenants and agrees that MFC's obligations under this Agreement to make any a Deficiency Payment is are expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Liabilities and Indebtedness. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, upon any distribution of assets of SLF MFC upon any dissolution, winding-up, liquidation or reorganization of SLFMFC, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of SLF MFC or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Agreement upon the Senior Liabilities and Indebtedness and the holders thereof with respect to payments in respect of this Agreement and SLA MLI for the benefit of holders of SLA MLI Preferred Shares by a lawful plan or reorganization under applicable insolvency law):), (i) the holders of all Senior Liabilities and Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before SLA MLI or any holder of SLA MLI Preferred Shares is entitled to receive any payment pursuant to this Agreement in respect of a Deficiency Payment; (ii) any payment or distribution of assets of SLF MFC of any kind or character character, whether in cash, property or securities, to which SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, would be entitled but except for the provisions of this Section 2.5(a) shall be paid by the liquidating trustee, trustee or agent or other Person making such payment or distribution distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Liabilities and Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Liabilities and Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Senior Liabilities and Indebtedness remaining unpaid unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Liabilities and Indebtedness in respect thereof; and (iii) ifin the event that, notwithstanding the foregoing, any payment or distribution of assets of SLF MFC of any kind or character character, whether in cash, property or securities, shall be received by SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, before payment all Liabilities and Indebtedness is paid in full of all Senior Indebtednessfull, such payment or distribution shall be paid over to the holders of such Senior Liabilities and Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Liabilities and Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Liabilities and Indebtedness remaining unpaid until all such Senior Liabilities and Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Liabilities and Indebtedness in respect thereof. (b) Subject to the payment in full of all Senior Liabilities and Indebtedness, SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, shall be subrogated to the rights of the holders of Senior Liabilities and Indebtedness to receive payments or distributions of cash, property or securities of SLF MFC applicable to Senior Liabilities and Indebtedness until any the Deficiency Payment shall be paid in full and no payments or distributions to SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, of cash, property or securities otherwise distributable to the holders of Senior Liabilities and Indebtedness shall, as between SLFMFC, SLA MLI and the holders of SLA MLI Preferred Shares, be deemed to be a payment by SLF MFC to or on account of any the Deficiency Payment. The It is understood that the provisions of Sections 2.5(athis paragraph and paragraph (a) and this Section 2.5(b) above are and are intended solely for the purpose of defining the relative rights of SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, on the one hand, and the holders of Senior Liabilities and Indebtedness, on the other hand. Nothing contained in Section 2.5(athis paragraph or paragraph (a) or this Section 2.5(b) above or elsewhere in this Agreement is intended to or shall impair, as between SLF MFC and SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, the obligation of SLFMFC, which is unconditional and absolute, to pay to SLAMLI, in trust for the benefit of holders of SLA MLI Preferred Shares, a the Deficiency Payment, as and when the same shall become due and payable in accordance with the terms of this Agreement, nor shall anything in this Agreement herein prevent SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Section 2.5(athis paragraph or paragraph (a) and this Section 2.5(b) above of the holders of Senior Liabilities and Indebtedness in respect of cash, property or securities of SLF MFC received upon the exercise of any such remedy. (c) No payment by SLF MFC on account of a the Deficiency Payment shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Senior Liabilities and Indebtedness has been made or duly provided for in money or money’s 's worth.

Ranking of Deficiency Payment. (a) SLFMFC covenants and agrees that MFC’s obligation obligations under this Agreement to make any a Deficiency Payment is are expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Liabilities and Indebtedness. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, upon any distribution of assets of SLF MFC upon any dissolution, winding-up, liquidation or reorganization of SLFMFC, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of SLF MFC or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Agreement upon the Senior Liabilities and Indebtedness and the holders thereof with respect to payments in respect of this Agreement and SLA MLI for the benefit of holders of SLA MLI Preferred Shares by a lawful plan or reorganization under applicable insolvency law):), (i) the holders of all Senior Liabilities and Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before SLA MLI or any holder of SLA MLI Preferred Shares is entitled to receive any payment pursuant to this Agreement in respect of a Deficiency Payment; (ii) any payment or distribution of assets of SLF MFC of any kind or character character, whether in cash, property or securities, to which SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, would be entitled but except for the provisions of this Section 2.5(a) shall be paid by the liquidating trustee, trustee or agent or other Person making such payment or distribution distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Liabilities and Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Liabilities and Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Senior Liabilities and Indebtedness remaining unpaid unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Liabilities and Indebtedness in respect thereof; and (iii) ifin the event that, notwithstanding the foregoing, any payment or distribution of assets of SLF MFC of any kind or character character, whether in cash, property or securities, shall be received by SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, before payment all Liabilities and Indebtedness is paid in full of all Senior Indebtednessfull, such payment or distribution shall be paid over to the holders of such Senior Liabilities and Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Liabilities and Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Liabilities and Indebtedness remaining unpaid until all such Senior Liabilities and Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Liabilities and Indebtedness in respect thereof. (b) Subject to the payment in full of all Senior Liabilities and Indebtedness, SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, shall be subrogated to the rights of the holders of Senior Liabilities and Indebtedness to receive payments or distributions of cash, property or securities of SLF MFC applicable to Senior Liabilities and Indebtedness until any the Deficiency Payment shall be paid in full and no payments or distributions to SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, of cash, property or securities otherwise distributable to the holders of Senior Liabilities and Indebtedness shall, as between SLFMFC, SLA MLI and the holders of SLA MLI Preferred Shares, be deemed to be a payment by SLF MFC to or on account of any the Deficiency Payment. The It is understood that the provisions of Sections 2.5(athis paragraph and paragraph (a) and this Section 2.5(b) above are and are intended solely for the purpose of defining the relative rights of SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, on the one hand, and the holders of Senior Liabilities and Indebtedness, on the other hand. Nothing contained in Section 2.5(athis paragraph or paragraph (a) or this Section 2.5(b) above or elsewhere in this Agreement is intended to or shall impair, as between SLF MFC and SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, the obligation of SLFMFC, which is unconditional and absolute, to pay to SLAMLI, in trust for the benefit of holders of SLA MLI Preferred Shares, a the Deficiency Payment, as and when the same shall become due and payable in accordance with the terms of this Agreement, nor shall anything in this Agreement herein prevent SLAMLI, for the benefit of the holders of SLA MLI Preferred Shares, from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Section 2.5(athis paragraph or paragraph (a) and this Section 2.5(b) above of the holders of Senior Liabilities and Indebtedness in respect of cash, property or securities of SLF MFC received upon the exercise of any such remedy. (c) No payment by SLF MFC on account of a the Deficiency Payment shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Senior Liabilities and Indebtedness has been made or duly provided for in money or money’s worth.