Common use of SUBORDINATION ARRANGEMENTS Clause in Contracts

SUBORDINATION ARRANGEMENTS. (i) At the time this Indenture is entered into, each of the Company, the Restricted Subsidiaries, the Trustee and the Subordinated Debenture Trustee shall have entered into the Subordination Agreement. (ii) The Company and any Restricted Subsidiaries, to the extent any of them is an obligor under Inter-Company Deeply Subordinated Debt or Inter-Company Subordinated Debt from time to time, will hold in trust for the benefit of the Trustee and the Holders the rights and benefits of the provisions substantially in the form of Exhibits A and B hereto, which provisions shall be incorporated into agreements or instruments evidencing Inter-Company Deeply Subordinated Debt and Inter-Company Subordinated Debt, respectively. (iii) For greater certainty, notwithstanding the provisions of any Inter-Company Deeply Subordinated Debt, any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any document, the Subordination Agreement or any other agreement pursuant to which the Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness of the Company payments by way of turn-over (“subordination documents”), neither the Trustee nor the Holders shall collect, claim any right to collect, accept or receive any amounts (the “turnover amounts”), whether in cash, property or otherwise, pursuant to any subordination document unless a Default or Event of Default shall have occurred and be continuing. In the event that notwithstanding the provisions of this Section 1023(iii), the Holders or the Trustee shall receive or collect any turnover amounts, such turnover amounts shall be received and held in trust for and shall be paid over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf under the subordination documents. Any such turnover amounts received by the Trustee or any Holder which the Trustee or such Holder is required to pay over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf shall in no circumstances be deemed to be a payment on account of the Securities.

SUBORDINATION ARRANGEMENTS. (i) At the time this Indenture is entered into, each of the Company, the Restricted Subsidiaries, the Trustee and the Subordinated Debenture Trustee shall have entered into the Subordination Agreement. (ii) The Company and any Restricted Subsidiaries, to the extent any of them is an obligor under Inter-Company Deeply Subordinated Debt or Inter-Company Subordinated Debt from time to time, will hold in trust for the benefit of the Trustee and the Holders the rights and benefits of the provisions substantially in the form of Exhibits A and B hereto, which provisions shall be incorporated into agreements or instruments evidencing Inter-Company Deeply Subordinated Debt and Inter-Company Subordinated Debt, respectively. (iii) For greater certainty, notwithstanding the provisions of any Inter-Company Deeply Subordinated Debt, any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any document, the Subordination Agreement or any other agreement pursuant to which the Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness of the Company payments by way of turn-over (“subordination documents”), neither the Trustee nor the Holders shall collect, claim any right to collect, accept or receive any amounts (the “turnover amounts”), whether in cash, property or otherwise, pursuant to any subordination document unless a Default or Event of Default shall have occurred and be continuing. In the event that notwithstanding the provisions of this Section 1023(iii1016(iii), the Holders or the Trustee shall receive or collect any turnover amounts, such turnover amounts shall be received and held in trust for and shall be paid over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf under the subordination documents. Any such turnover amounts received by the Trustee or any Holder which the Trustee or such Holder is required to pay over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf shall in no circumstances be deemed to be a payment on account of the Securities.

SUBORDINATION ARRANGEMENTS. (i) At the time this Indenture is entered into, each of the Company, the Restricted Subsidiaries, the Trustee, the 2032 Debenture Trustee and the Subordinated Debenture Trustee shall have entered into the Subordination Agreement. (ii) The Company and any Restricted Subsidiaries, to the extent any of them is an obligor under Inter-Company Deeply Subordinated Debt or Inter-Company Subordinated Debt from time to time, will hold in trust for the benefit of the Trustee and the Holders the rights and benefits of the provisions substantially in the form of Exhibits A and B hereto, which provisions shall be incorporated into agreements or instruments evidencing Inter-Company Deeply Subordinated Debt and Inter-Company Subordinated Debt, respectively. (iii) For greater certainty, notwithstanding the provisions of any Inter-Company Deeply Subordinated Debt, any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any document, the Subordination Agreement or any other agreement pursuant to which the Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness of the Company payments by way of turn-over (“subordination documents”), neither the Trustee nor the Holders shall collect, claim any right to collect, accept or receive any amounts (the “turnover amounts”), whether in cash, property or otherwise, pursuant to any subordination document unless a Default or Event of Default shall have occurred and be continuing. In the event that notwithstanding the provisions of this Section 1023(iii), the Holders or the Trustee shall receive or collect any turnover amounts, such turnover amounts shall be received and held in trust for and shall be paid over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf under the subordination documents. Any such turnover amounts received by the Trustee or any Holder which the Trustee or such Holder is required to pay over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf shall in no circumstances be deemed to be a payment on account of the Securities.

SUBORDINATION ARRANGEMENTS. (i) At the time this Indenture is entered into, each of the Company, the Restricted Subsidiaries, the Trustee and the Subordinated Debenture Trustee shall have entered into the Subordination Agreement. (ii) The Company and any Restricted Subsidiaries, to the extent any of them is an obligor under Inter-Company Deeply Subordinated Debt or Inter-Company Subordinated Debt from time to time, will hold in trust for the benefit of the Trustee and the Holders the rights and benefits of the provisions substantially in the form of Exhibits A and B hereto, which provisions shall be incorporated into agreements or instruments evidencing Inter-Company Deeply Subordinated Debt and Inter-Company Subordinated Debt, respectively. (iii) For greater certainty, notwithstanding the provisions of any Inter-Company Deeply Subordinated Debt, any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any document, the Subordination Agreement or any other agreement pursuant to which the Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness of the Company payments by way of turn-over (“"subordination documents”"), neither the Trustee nor the Holders shall collect, claim any right to collect, accept or receive any amounts (the “"turnover amounts”"), whether in cash, property or otherwise, pursuant to any subordination document unless a Default or Event of Default shall have occurred and be continuing. In the event that notwithstanding the provisions of this Section 1023(iii1016(iii), the Holders or the Trustee shall receive or collect any turnover amounts, such turnover amounts shall be received and held in trust for and shall be paid over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf under the subordination documents. Any such turnover amounts received by the Trustee or any Holder which the Trustee or such Holder is required to pay over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf shall in no circumstances be deemed to be a payment on account of the Securities.

SUBORDINATION ARRANGEMENTS. (a) Vendor shall cooperate with Purchaser in good faith in connection with the execution and delivery of a intercreditor or subordination agreement that is in form and substance satisfactory to Vendor, acting reasonably (each a “Subordination Agreement”) pursuant to which: (i) At Vendor consents to the time this Indenture grant of a security interest to third party lenders (or their designee) (the “Third Party Lender”) of Purchaser in, to and over the Mortgaged Property (as that term is entered into, each defined in the Fixed and Floating Charge Debenture (the “Debenture”) dated as of the Companydate hereof), subject always to Vendor’s first priority mortgage, charge and security interest in and to all Specifically Mortgaged Property (which for greater certainty shall include any personal property that may form part of, or constitute proceeds from, such Specifically Mortgaged Property) and to the Restricted Subsidiaries, pledge of shares and/or partnership interests as contemplated in clause 13.11(d) (the Trustee and the Subordinated Debenture Trustee shall have entered into the Subordination Agreement.“Pledged Shares"); (ii) The Company Vendor consents to and any Restricted Subsidiaries, acknowledges the subordination and postponement of the Vendor’s rights under the Debenture as the same relate to the extent any of them is an obligor under Inter-Company Deeply Subordinated Debt or Inter-Company Subordinated Debt from time to time, will hold in trust for Mortgaged Property other than the benefit of the Trustee Specifically Mortgaged Property and the Holders the rights and benefits of the provisions substantially in the form of Exhibits A and B hereto, which provisions shall be incorporated into agreements or instruments evidencing Inter-Company Deeply Subordinated Debt and Inter-Company Subordinated Debt, respectively.Pledged Shares; and (iii) For greater certaintythe Third Party Lender expressly: (A) acknowledges the first priority mortgage, notwithstanding charge and security interest of Vendor in and to the provisions Specifically Mortgaged Property and the Pledged Shares; (B) unconditionally subordinates its mortgages, charges and security interests in and to the Specifically Mortgaged Property and the Pledged Shares, and agrees that such subordination shall apply in all events and circumstances; and (C) agrees not to contest or challenge Vendor’s mortgages, charges and security interests. (b) Upon any sale, assignment or other disposition of the Mortgaged Property (excluding the Specifically Mortgaged Property and the Pledged Shares, and any Inter-Company Deeply Subordinated Debt, any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any documentand all proceeds therefrom) to a Third Party that is not prohibited by the Debenture, the Subordination Agreement Vendor agrees to provide any releases or any other agreement pursuant to which the Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness no interest letters required in respect of the Company payments by way of turn-over (“subordination documents”), neither the Trustee nor the Holders shall collect, claim any right to collect, accept or receive any amounts (the “turnover amounts”), whether in cash, property or otherwise, pursuant to any subordination document unless a Default or Event of Default shall have occurred and be continuing. In the event that notwithstanding the provisions of this Section 1023(iii), the Holders or the Trustee shall receive or collect any turnover amounts, such turnover amounts shall be received and held in trust for and shall be paid over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf under the subordination documents. Any such turnover amounts received by the Trustee or any Holder which the Trustee or such Holder is required to pay over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf shall in no circumstances be deemed to be a payment on account security interests of the SecuritiesVendor in such Mortgaged Property upon the request of the Purchaser, acting reasonably, in connection with such sale, assignment or disposition.

SUBORDINATION ARRANGEMENTS. (i) At the time this Indenture is entered into, each of the Company, the Restricted Subsidiaries, the Trustee and the Subordinated Debenture Trustee shall have entered into the Subordination Agreement. (ii) The Company and any Restricted Subsidiaries, to the extent any of them is an obligor under Inter-Company Deeply Subordinated Debt or Inter-Company Subordinated Debt from time to time, will hold in trust for the benefit of the Trustee and the Holders the rights and benefits of the provisions substantially in the form of Exhibits A and B hereto, which provisions shall be incorporated into agreements or instruments evidencing Inter-Company Deeply Subordinated Debt and Inter-Company Subordinated Debt, respectively. (iii) For greater certainty, notwithstanding the provisions of any Inter-Company Deeply Subordinated Debt, any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any document, the Subordination Agreement or any other agreement pursuant to which the Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness of the Company payments by way of turn-over (“"subordination documents”"), neither the Trustee nor the Holders shall collect, claim any right to collect, accept or receive any amounts (the “"turnover amounts”"), whether in cash, property or otherwise, pursuant to any subordination document unless a Default or Event of Default shall have occurred and be continuing. In the event that notwithstanding 103 the provisions of this Section 1023(iii), the Holders or the Trustee shall receive or collect any turnover amounts, such turnover amounts shall be received and held in trust for and shall be paid over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf under the subordination documents. Any such turnover amounts received by the Trustee or any Holder which the Trustee or such Holder is required to pay over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf shall in no circumstances be deemed to be a payment on account of the Securities.

SUBORDINATION ARRANGEMENTS. (i) At the time this Indenture is entered into, each of the Company, the Restricted Subsidiaries, the Trustee, the 2012 Note Trustee and the Subordinated Debenture Trustee shall have entered into the Subordination Agreement. (ii) The Company and any Restricted Subsidiaries, to the extent any of them is an obligor under Inter-Company Deeply Subordinated Debt or Inter-Company Subordinated Debt from time to time, will hold in trust for the benefit of the Trustee and the Holders the rights and benefits of the provisions substantially in the form of Exhibits A and B hereto, which provisions shall be incorporated into agreements or instruments evidencing Inter-Company Deeply Subordinated Debt and Inter-Company Subordinated Debt, respectively. (iii) For greater certainty, notwithstanding the provisions of any Inter-Company Deeply Subordinated Debt, any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any document, the Subordination Agreement or any other agreement pursuant to which the Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness of the Company payments by way of turn-over (“subordination documents”), neither the Trustee nor the Holders shall collect, claim any right to collect, accept or receive any amounts (the “turnover amounts”), whether in cash, property or otherwise, pursuant to any subordination document unless a Default or Event of Default shall have occurred and be continuing. In the event that notwithstanding the provisions of this Section 1023(iii), the Holders or the Trustee shall receive or collect any turnover amounts, such turnover amounts shall be received and held in trust for and shall be paid over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf under the subordination documents. Any such turnover amounts received by the Trustee or any Holder which the Trustee or such Holder is required to pay over to such holders of subordinated indebtedness or the liquidating agent or other Person who shall have made such payment on their behalf shall in no circumstances be deemed to be a payment on account of the Securities.