Common use of Subordination Agreement Clause in Contracts

Subordination Agreement. The Trading Advisor agrees and consents (the “Consent”) to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”) and assets (the “Contracting Series Assets”) of the Contracting Series and the Managing Owner for payment of any advisory fees. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units in a Series. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the “Subordinated Claims”) shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 6 contracts

Samples: Advisory Agreement (FRONTIER MASTERS SERIES, a Series of the Frontier Fund), Advisory Agreement (FRONTIER MASTERS SERIES, a Series of the Frontier Fund), Advisory Agreement (FRONTIER MASTERS SERIES, a Series of the Frontier Fund)

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Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and the Managing Owner for payment of any advisory fees. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units in a Series. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 3 contracts

Samples: Advisory Agreement (Frontier Fund), Advisory Agreement (Frontier Fund), Advisory Agreement (Frontier Fund)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the “Contracting Series”"Series C") and assets (the “Contracting "Series C Assets") of the Contracting Series C and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series C Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries C, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series C. In furtherance of the Consent, the Trading Advisor agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series C and the Contracting Series C Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series C shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries C, the Contracting Series C Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series C shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series C and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries C, the Contracting Series C Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series C shall only be asserted and enforceable against the Contracting SeriesSeries C, the Contracting Series C Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series C or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries C), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries C, the Contracting Series C Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 2 contracts

Samples: Advisory Agreement (World Monitor Trust Series C), Advisory Agreement (World Monitor Trust Series C)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. In furtherance of the Consent, the Trading Advisor agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 2 contracts

Samples: Advisory Agreement (World Monitor Trust Series B), Advisory Agreement (World Monitor Trust Series C)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee ("Potential Creditor(s)") agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) b. the Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) c. if the Claims of the Trading Advisor a Potential Creditor against the Contracting Series or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) d. in furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) e. the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 2 contracts

Samples: Representation Agreement (World Monitor Trust Series C), Representation Agreement (World Monitor Trust Series B)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for For which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”"Series F") and assets (the “Contracting "Series F Assets") of the Contracting Series F and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series F Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries F, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series F. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series F and the Contracting Series F Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, thereof and any of their respective assets, assets which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series F shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; and provided provided, further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series F shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series F and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series F shall only be asserted and enforceable against the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; , and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series F or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries F), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust Ii Series F)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee (the "Potential Creditor(s)") agrees and consents (the "Consent") to look solely to Series F, the Managing Owner and each Series for For which trading advisory services are being performed by the Trading Advisor hereunder and assets of Series F (the “Contracting Series”"Series F Assets") and assets (the “Contracting Series Assets”) of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series F Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries F, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series F. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series F and the Contracting Series F Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series F shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series F shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series F and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the b. The Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series F shall only be asserted and enforceable against the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if c. If the Claims of the Trading Advisor a Potential Creditor against the Contracting Series F or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries F), as the case may be; (4) in d. In furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the e. The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Representation Agreement (World Monitor Trust Ii Series F)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee (the "Potential Creditor(s)") agrees and consents (the "Consent") to look solely to Series G, the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor hereunder and assets of Series G (the “Contracting Series”"Series G Assets") and assets (the “Contracting Series Assets”) of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series G Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries G, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series G. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (1) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series G and the Contracting Series G Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series G shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series G shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series G and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the b. The Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series G shall only be asserted and enforceable against the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if c. If the Claims of the Trading Advisor a Potential Creditor against the Contracting Series G or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. § ss. 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries G), as the case may be; (4) in d. In furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the e. The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust III)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”"Series D") and assets (the “Contracting "Series D Assets") of the Contracting Series D and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series D Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries D, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series D. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series D and the Contracting Series D Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, thereof and any of their respective assets, assets which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series D shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets; and provided provided, further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series D shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series D and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series D shall only be asserted and enforceable against the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets; , and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series D or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries D), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust Ii Series D)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee ("Potential Creditor(s)") agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the “Contracting Series”"Series I") and assets (the “Contracting "Series I Assets") of the Contracting Series I and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series I Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries I, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series I. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series I and the Contracting Series I Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series I shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series I shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series I and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) b. the Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series I shall only be asserted and enforceable against the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) c. if the Claims of the Trading Advisor a Potential Creditor against the Contracting Series I or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § ss. 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries I), as the case may be; (4) d. in furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) e. the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust III)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee (the "Potential Creditor(s)") agrees and consents (the "Consent") to look solely to Series E, the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor hereunder and assets of Series E (the “Contracting Series”"Series E Assets") and assets (the “Contracting Series Assets”) of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series E Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries E, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series E. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series E and the Contracting Series E Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series E shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series E shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series E and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the b. The Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series E shall only be asserted and enforceable against the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if c. If the Claims of the Trading Advisor a Potential Creditor against the Contracting Series E or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries E), as the case may be; (4) in d. In furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the e. The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Representation Agreement (World Monitor Trust Ii Series E)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee (the "Potential Creditor(s)") agrees and consents (the "Consent") to look solely to Series H, the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor hereunder and assets of Series H (the “Contracting Series”"Series H Assets") and assets (the “Contracting Series Assets”) of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series H Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries H, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series H. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series H and the Contracting Series H Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series H shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries H, the Contracting Series H Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series H shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series H and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries H, the Contracting Series H Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the b. The Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series H shall only be asserted and enforceable against the Contracting SeriesSeries H, the Contracting Series H Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if c. If the Claims of the Trading Advisor a Potential Creditor against the Contracting Series H or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. § ss. 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries H), as the case may be; (4) in d. In furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries H, the Contracting Series H Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the e. The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust III)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”"Series G") and assets of Series G (the “Contracting "Series G Assets") of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series G Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries G, including, ; without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series G. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series G and the Contracting Series G Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, thereof and any of their respective assets, assets which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series G shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series G shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series G and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the The Claims of the Trading Advisor with respect to the Contracting Series G shall only be asserted and enforceable against the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets; , and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if If the Claims of the Trading Advisor against the Contracting Series G or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § 1111(bss. 111 l(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries G), as the case may be; (4) in In furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries G, the Contracting Series G Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust III)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”"Series F") and assets (the “Contracting "Series F Assets") of the Contracting Series F and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series F Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries F, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series F. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series F and the Contracting Series F Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, thereof and any of their respective assets, assets which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series F shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; and provided provided, further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series F shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series F and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series F shall only be asserted and enforceable against the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; , and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series F or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries F), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust Ii Series F)

Subordination Agreement. The Trading Advisor Broker agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. In furtherance of the Consent, the Trading Advisor Broker agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: : (1a) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor Broker (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Broker's Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Broker's valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor Broker will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; ; (2b) the Claims of the Trading Advisor Broker with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; ; (3c) if the Claims of the Trading Advisor Broker against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor Broker hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; ; (4d) in furtherance of the foregoing, if and to the extent that the Trading Advisor Broker receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor Broker shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and and (5e) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Brokerage Agreement (World Monitor Trust Series B)

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Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and the Managing Owner for payment of any advisory fees. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units in a Series. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (Frontier Fund)

Subordination Agreement. The Trading Advisor Broker agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. In furtherance of the Consent, the Trading Advisor Broker agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: : (1a) Subordination subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor Broker (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Broker's Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Broker's valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series Series, and (ii) the Trading Advisor Broker will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; ; (2b) the Claims of the Trading Advisor Broker with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; ; (3c) if the Claims of the Trading Advisor Broker against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor Broker hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; ; (4d) in furtherance of the foregoing, if and to the extent that the Trading Advisor Broker receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor Broker shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and and (5e) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Brokerage Agreement (World Monitor Trust Ii Series E)

Subordination Agreement. The Trading Advisor agrees and consents (the “Consent”) to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”) and assets (the “Contracting Series Assets”) of the Contracting Series and the Managing Owner for payment of any advisory fees. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units in a Series. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the “Subordinated Claims”) shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (CAMPBELL/GRAHAM SERIES, a Series of the Frontier Fund)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”"Series E") and assets (the “Contracting "Series E Assets") of the Contracting Series E and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series E Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries E, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series E. In furtherance of the Consent, the Trading Advisor agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series E and the Contracting Series E Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, thereof and any of their respective assets, assets which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series E shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets; and provided provided, further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series E shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series E and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series E shall only be asserted and enforceable against the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets; , and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series E or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries E), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries E, the Contracting Series E Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust Ii Series E)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee (the "Potential Creditor(s)") agrees and consents (the "Consent") to look solely to Series D, the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor hereunder and assets of Series D (the “Contracting Series”"Series D Assets") and assets (the “Contracting Series Assets”) of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series D Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries D, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series D. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series D and the Contracting Series D Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series D shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series D shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series D and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the b. The Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series D shall only be asserted and enforceable against the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if c. If the Claims of the Trading Advisor a Potential Creditor against the Contracting Series D or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries D), as the case may be; (4) in d. In furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries D, the Contracting Series D Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the e. The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Representation Agreement (World Monitor Trust Ii Series D)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to each Series for which brokerage and clearing services are being performed ("Series I") and assets of Series I (the "Series I Assets") and to the Managing Owner and each Series its assets for which trading advisory services are being performed by the Trading Advisor (the “Contracting Series”) and assets (the “Contracting Series Assets”) of the Contracting Series and the Managing Owner for payment of any advisory feespayment. The Contracting Series I Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries I, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series I. In furtherance of the Consent, the Trading Advisor agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series I and the Contracting Series I Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series I shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series I shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series I and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series I shall only be asserted and enforceable against the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series I or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § ss. 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries I), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries I, the Contracting Series I Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust III)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the "Contracting Series") and assets (the "Contracting Series Assets") of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. In furtherance of the Consent, the Trading Advisor agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations: : (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.of

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust Series A)

Subordination Agreement. The Trading Advisor agrees and consents (the "Consent") to look solely to the Managing Owner and each Series for which trading advisory brokerage and clearing services are being performed by the Trading Advisor (the “Contracting Series”"Series A") and assets (the “Contracting "Series A Assets") of the Contracting Series A and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series A Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries A, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series A. In furtherance of the Consent, the Trading Advisor agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series A and the Contracting Series A Assets, shall be subject to the following limitations: (1) Subordination of certain claims and rights. (i) except as set forth below, the Claims, if any, of the Trading Advisor (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s 's Claims (if any) against the Contracting Series A shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries A, the Contracting Series A Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s 's valid Claims, if any, against the Contracting Series A shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series A and (ii) the Trading Advisor will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries A, the Contracting Series A Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the Claims of the Trading Advisor with respect to the Contracting Series A shall only be asserted and enforceable against the Contracting SeriesSeries A, the Contracting Series A Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if the Claims of the Trading Advisor against the Contracting Series A or the Trust are secured in whole or in part, the Trading Advisor hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries A), as the case may be; (4) in furtherance of the foregoing, if and to the extent that the Trading Advisor receives monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries A, the Contracting Series A Assets and the Managing Owner and its assets, the Trading Advisor shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Advisory Agreement (World Monitor Trust Series A)

Subordination Agreement. The Trading Advisor Each of the Advisor, the Managing Owner and the Trustee (the "Potential Creditor(s)") agrees and consents (the "Consent") to look solely to Series F, the Managing Owner and each Series for which trading advisory services are being performed by the Trading Advisor hereunder and assets of Series F (the “Contracting Series”"Series F Assets") and assets (the “Contracting Series Assets”) of the Contracting Series and to the Managing Owner and its assets for payment of any advisory feespayment. The Contracting Series F Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting SeriesSeries F, including, without limitation, funds delivered to the Trust for the purchase of Units interests in a Series. Series F. In furtherance of the Consent, the Trading Advisor agrees Potential Creditors agree that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, "Claims") incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Series F and the Contracting Series F Assets, shall be subject to the following limitations: (1) a. Subordination of certain claims and rights. : (i) except as set forth below, the Claims, if any, of the Trading Advisor Potential Creditors (the "Subordinated Claims") shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Trading Advisor’s Potential Creditors' Claims (if any) against the Contracting Series F shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; and provided further that the Trading Advisor’s Potential Creditors' valid Claims, if any, against the Contracting Series F shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series F and (ii) the Trading Advisor Potential Creditors, individually or collectively, will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets) any payment for the Subordinated Claims; (2) the b. The Claims of each of the Trading Advisor Potential Creditors with respect to the Contracting Series F shall only be asserted and enforceable against the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets; (3) if c. If the Claims of the Trading Advisor a Potential Creditor against the Contracting Series F or the Trust are secured in whole or in part, each of the Trading Advisor Potential Creditors hereby waives (under section 1111(b) of the U.S. Bankruptcy Code (11 U.S.C. § S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting SeriesSeries F), as the case may be; (4) in d. In furtherance of the foregoing, if and to the extent that the Trading Advisor receives Potential Creditors receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Contracting SeriesSeries F, the Contracting Series F Assets and the Managing Owner and its assets, the Trading Advisor Potential Creditors shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and (5) the e. The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, satisfied and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

Appears in 1 contract

Samples: Representation Agreement (World Monitor Trust Ii Series F)

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