Common use of Subordination and Postponement Clause in Contracts

Subordination and Postponement. The Borrower and the Trustee, for itself and on behalf of each other Subordinate Party, hereby covenant and agree that all Subordinate Debt is hereby unconditionally and irrevocably deferred, postponed and subordinated in all respects to the prior indefeasible repayment in full by the Borrower of all the Senior Debt. The Borrower and the Trustee, for itself and on behalf of each other Subordinate Party, hereby covenant and agree that all Subordinate Security is hereby unconditionally and irrevocably deferred, postponed and subordinated in all respect to the Senior Security. Without limiting the generality of the foregoing, the deferment, postponement and subordination of the Subordinate Debt and the Subordinate Security contained herein shall be effective notwithstanding: (a) the date of any advances secured by the Senior Security; (b) the dates of default or the date or dates of crystallization of any floating charge under the Senior Security; (c) the perfection or lack of perfection of any of the Senior Security; (d) the enforceability of the Credit Agreement or any other Credit Document; (e) the order of registration of any liens or security interests with respect to the Senior Security and the Subordinate Security; and (f) the rules of priority established under applicable law.

Subordination and Postponement. The Borrower and the Trustee, for itself and on behalf of each other Subordinate Party, hereby covenant and agree that all Subordinate Debt is hereby unconditionally and irrevocably deferred, postponed and subordinated in all respects to the prior indefeasible repayment in full by the Borrower of all the Senior Debt. The Borrower and the Trustee, for itself and on behalf of each other Subordinate Party, hereby covenant and agree that all Subordinate Security is hereby unconditionally and irrevocably deferred, postponed and subordinated in all respect to the Senior Security. Without limiting the generality of the foregoing, the deferment, postponement and subordination of the Subordinate Debt and the Subordinate Security contained herein shall be effective notwithstanding: (a) the date of any advances secured by the Senior Security; (b) the dates of default or the date or dates of crystallization of any floating charge under the Senior Security; (c) the perfection or lack of perfection of any of the Senior Security;; 30479426.3 ‑ 5 ‑ (d) the enforceability of the Credit Agreement or any other Credit Document; (e) the order of registration of any liens or security interests with respect to the Senior Security and the Subordinate Security; and (f) the rules of priority established under applicable law.

Subordination and Postponement. The Borrower and the Trustee, for itself and on behalf of each other Subordinate Party, hereby covenant and agree that all Subordinate Debt is hereby unconditionally and irrevocably deferred, postponed and subordinated in all respects to the prior indefeasible repayment in full by the Borrower of all the Senior Debt. The Borrower and the Trustee, for itself and on behalf of each other Subordinate Party, hereby covenant and agree that all Subordinate Security is hereby unconditionally and irrevocably deferred, postponed and subordinated in all respect to the Senior Security. Without limiting the generality of the foregoing, the deferment, postponement and subordination of the Subordinate Debt and the Subordinate Security contained herein shall be effective notwithstanding: (a) the date of any advances secured by the Senior Security; (b) the dates of default or the date or dates of crystallization of any floating charge under the Senior Security; (c) the perfection or lack of perfection of any of the Senior Security; (d) the enforceability of the Credit Agreement or any other Credit Document; (e) the order of registration of any liens or security interests with respect to the Senior Security and the Subordinate Security; and (f) the rules of priority established under applicable law.. 30479426.3