Common use of Subordination and Standstill Clause in Contracts

Subordination and Standstill. (a) Borrower hereby agrees that all of the indebtedness, liabilities and obligations of Operator evidenced by the Operator Lease and those Pledge Agreements (as defined in the Operator Lease) executed by Operator (collectively, the "Subordinate Obligations") and the lien of any judgment ----------------------- entered on behalf of Borrower in connection with the Subordinate Obligations, whether in breach of the terms hereof or otherwise, is and shall be subject, subordinate and rendered junior to the prior indefeasible payment in full of the Indebtedness. Except as specifically provided in the following sentence, no payment shall be made by Operator for or on account of the Subordinate Obligations, and the Borrower shall not take or receive from Operator in cash or other property or by setoff or in any other manner, including , without limitation, from or by way of collateral, payment of all or any of the Subordinate Obligations, unless and until the Indebtedness shall have been indefeasibly paid in full. Notwithstanding the foregoing sentence, Borrower may receive payments with respect to the related Subordinate Obligations (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the first sentence of Section 2.12(b), and (y) after a Cash ------- ------- Management Event, from the FBTC Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. If any payments are made to the Borrower on account of the Subordinate Obligations contrary to the terms of this Agreement or in excess of what the Borrower is entitled to receive under this Agreement, Borrower shall hold the same in trust as trustee for Lender, and shall promptly deliver to Lender in the form received, endorsed or assigned, as may be appropriate for application on account of, or as security for the Indebtedness.

Subordination and Standstill. (a) Borrower hereby agrees that all of the indebtedness, liabilities and obligations of Operator evidenced by the Operator Lease and those Pledge Agreements (as defined in the Operator Lease) executed by Operator (collectively, the "Subordinate Obligations") and the lien of any judgment ----------------------- entered on behalf of Borrower in connection with the Subordinate Obligations, whether in breach of the terms hereof or otherwise, is and shall be 138 subject, subordinate and rendered junior to the prior indefeasible payment in full of the Indebtedness. Except as specifically provided in the following sentence, no payment shall be made by Operator for or on account of the Subordinate Obligations, and the Borrower shall not take or receive from Operator in cash or other property or by setoff or in any other manner, including , without limitation, from or by way of collateral, payment of all or any of the Subordinate Obligations, unless and until the Indebtedness shall have been indefeasibly paid in full. Notwithstanding the foregoing sentence, Borrower may receive payments with respect to the related Subordinate Obligations (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the first sentence of Section 2.12(b), and (y) after a Cash ------- ------- Management Event, from the FBTC SELCO Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. If any payments are made to the Borrower on account of the Subordinate Obligations contrary to the terms of this Agreement or in excess of what the Borrower is entitled to receive under this Agreement, Borrower shall hold the same in trust as trustee for Lender, and shall promptly deliver to Lender in the form received, endorsed or assigned, as may be appropriate for application on account of, or as security for the Indebtedness.

Subordination and Standstill. (a) Borrower hereby agrees that all of the indebtedness, liabilities and obligations of Operator evidenced by the Operator Lease and those Pledge Agreements (as defined in the Operator Lease) executed by Operator (collectively, the "Subordinate Obligations") and the lien of any judgment ----------------------- entered on behalf of Borrower in connection with the Subordinate Obligations, whether in breach of the terms hereof or otherwise, is and shall be subject, subordinate and rendered junior to the prior indefeasible payment in full of the Indebtedness. Except as specifically provided in the following sentence, no payment shall be made by Operator for or on account of the Subordinate Obligations, and the Borrower shall not take or receive from Operator in cash or other property or by setoff or in any other manner, including , without limitation, from or by way of collateral, payment of all or any of the Subordinate Obligations, unless and until the Indebtedness shall have been indefeasibly paid in full. Notwithstanding the foregoing sentence, Borrower may receive payments with respect to the related Subordinate Obligations (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the first sentence of Section 2.12(b), and (y) after a Cash ------- ------- Management Event, from the FBTC Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. If any payments are made to the Borrower on account of the Subordinate Obligations contrary to the terms of this Agreement or in excess of what the Borrower is entitled to receive under this Agreement, Borrower shall hold the same in trust as trustee for Lender, and shall promptly deliver to Lender in the form received, endorsed or assigned, as may be appropriate for application on account of, 131 or as security for the Indebtedness.

Subordination and Standstill. (a) Borrower hereby agrees that all of the indebtedness, liabilities and obligations of Operator evidenced by the Operator Lease and those Pledge Agreements (as defined in the Operator Lease) executed by Operator (collectively, the "Subordinate Obligations") and the lien of any judgment ----------------------- entered on behalf of Borrower in connection with the Subordinate Obligations, whether in breach of the terms hereof or otherwise, is and shall be subject, subordinate and rendered junior to the prior indefeasible payment in full of the Indebtedness. Except as specifically provided in the following sentence, no payment shall be made by Operator for or on account of the Subordinate Obligations, and the Borrower shall not take or receive from Operator in cash or other property or by setoff or in any other manner, including including, without limitation, from or by way of collateral, payment of all or any of the Subordinate Obligations, unless and until the Indebtedness shall have been indefeasibly paid in full. Notwithstanding the foregoing sentence, Borrower may receive payments with respect to the related Subordinate Obligations (i)(x) prior to a Cash Management Event, from Operator (but only after payment of the amounts set forth in the first sentence of Section 2.12(b), and (y) after a Cash ------- ------- Management Event, from the FBTC Payment Sub-Account and from Excess Cash Flow and (ii) from realization on the collateral pledged to Borrower pursuant to those Pledge Agreements (as defined in the Operator Lease) executed by Operator. If any payments are made to the Borrower on account of the Subordinate Obligations contrary to the terms of this Agreement or in excess of what the Borrower is entitled to receive under this Agreement, Borrower shall hold the same in trust as trustee for Lender, and shall promptly deliver to Lender in the form received, endorsed or assigned, as may be appropriate for application on account of, or as security for the Indebtedness.