Subordination; Etc Sample Clauses

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the U.S. First-Lien Collateral Agent or any First-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Creditors or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of Holdings, the Parent Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor).

Subordination; Etc. Notwithstanding any provision of this Guaranty to the contrary, all rights of the Guarantors under Section 7(a) and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable law or otherwise with respect to payments made pursuant to this Guaranty shall be fully subordinated to the Guaranteed Obligations until the occurrence of the termination or release provided in Section 20 of this Guaranty.

Subordination; Etc. At the option of Landlord or Landlord's permanent lender, or both of them, this lease and the Tenant's interest hereunder shall be subject and subordinate at all times to any mortgage or mortgages, deed or deeds of trust, or such other security instrument or instruments, including all renewals, extension, consolidations, assignments and refinances of the same, as well as all advances made upon the security thereof, which now or hereafter become liens upon the Landlord's fee and/or leasehold interest in the demised premises, and/or any and all of the buildings now or hereafter erected or to be erected and/or any and all of the land comprising the office building, provided, however, that in each such case, the holder of such other security, the trustee of such deed of trust or holder of such other security instrument shall agree that this lease shall not be divested or in any way affected by foreclosure or other default proceedings under said mortgage, deed of trust, or other instrument or other obligations secured thereby, so long as the Tenant shall not be in default under the terms of this lease; and Tenant agrees that this lease shall remain in full force and effect notwithstanding any such default proceedings.

Subordination; Etc. Subtenant hereby agrees that (i) this Sublease is and shall remain in all respects subject and subordinate to the Lease and to any matters to which the Lease is or shall be subordinate, (ii) except to the extent otherwise expressly permitted by this Sublease, Subtenant will occupy the Subleased Premises in accordance with the terms of the Lease, will maintain the Subleased Premises in accordance with the provisions of the Lease as though it were the “Tenant” thereunder and will not do or cause to be done, or suffer any act or omit to do, any act which might result in a violation of or a default under any of the terms, conditions, covenants or agreements of the Lease.

Subordination; Etc. On and after the execution and delivery thereof, but only if any of the New Senior Notes are issued on a subordinated basis pursuant to the definition of “New Senior Notes” contained in Section 11 hereof, the subordination provisions contained in the New Senior Notes Documents governing such New Senior Notes will be enforceable against the U.S. Borrower and the holders of such New Senior Notes, and all Obligations of the U.S. Borrower hereunder and under the other Credit Documents to which it is a party are within the definition of “Senior Indebtedness” included in such subordination provisions.” 2. Section 9.09 of the Credit Agreement is hereby amended by deleting the table appearing in said Section and inserting the following table in lieu thereof: “Period Ratio Initial Borrowing Date to and including the day occurring prior to the last day of the 1st Fiscal Quarter of Fiscal Year 2006 4.15:1.0 Last day of the 1st Fiscal Quarter of Fiscal Year 2006 to and including the day occurring prior to the last day of 2nd Fiscal Quarter of Fiscal Year 2006 3.50:1.0 Last day of the 2nd Fiscal Quarter of Fiscal Year 2006 to and including the day occurring prior to the last day of 3rd Fiscal Quarter of Fiscal Year 2006 3.25:1.0 Last day of the 3rd Fiscal Quarter of Fiscal Year 2006 to and including the day occurring prior to the last day of 3rd Fiscal Quarter of Fiscal Year 2007 3.00:1.0 Last day of 3rd Fiscal Quarter of Fiscal Year 2007 and thereafter 2.50:1.0”. 3. Section 9.10 of the Credit Agreement is hereby amended by deleting the text “$160,000,000” appearing directly opposite the text “Fiscal Quarter ending closest to March 31, 2005” appearing in the table in said Section and inserting the text “$140,000,000” in lieu thereof. 4. Section 9 of the Credit Agreement, immediately after giving effect to the Second Amendment Subsequent Effective Date (if same occurs), is hereby further amended by inserting the following new Section 9.17 immediately following Section 9.16:

Subordination; Etc. Subtenant hereby agrees that (i) this Sublease is and shall remain in all respects subject and subordinate to the Lease (other than the redacted portions thereof) and to any matters to which the Lease is or shall be subordinate, (ii) except to the extent otherwise expressly permitted by this Sublease, Subtenant will occupy the Subleased Premises in accordance with the terms of the Lease, will maintain the Subleased Premises in accordance with the provisions of the Lease as though it were the "Tenant" thereunder and will not do or cause to be done, or suffer any act or omit to do, any act which might result in a violation of or a default under any of the terms, conditions, covenants or agreements of the Lease. Sublandlord hereby represents, warrants and covenants to Subtenant that Sublandlord shall not modify or amend the Lease in any manner which would reduce Subtenant’s rights (except to a de minimis extent) or increase Subtenant’s obligations (except to a de minimis extent) hereunder, or voluntarily surrender the Lease or enter into any termination thereof, without the prior written consent of Subtenant.

Subordination; Etc. Notwithstanding any provision of this Agreement to the contrary, until such time as the Obligations (other than obligations under Secured Hedge Agreements and Cash Management Obligations) shall have been paid in full in cash, all rights of any Grantor to indemnity, contribution or subrogation arising under applicable law or otherwise in favor of such Grantor as against any other Grantor as a result of the sale pursuant to this Agreement or any other Security Document of any assets of such Grantor to satisfy in whole or in part an obligation owed to any Secured Party shall be fully subordinated to the payment in full in cash of the Obligations. No failure on the part of the Borrower or any other Grantor to make any payments in respect of indemnity, contribution or subrogation rights or obligations required under applicable law or otherwise shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

Subordination; Etc. Notwithstanding anything contained herein to the contrary, the Guaranteed Obligations are subject and subordinate to the First Lien Obligations (as defined in the Intercreditor Agreement referred to below) on the terms and conditions contained in that certain Intercreditor Agreement dated as of the date hereof among X. Xxxx & Company, as Administrative Agent, the Agent and the Guarantors, as amended, modified, supplemented, restated or replaced from time to time (the "INTERCREDITOR AGREEMENT"). In the event of any conflict between the terms of the Intercreditor Agreement and this Guaranty, the terms of the Intercreditor Agreement shall govern and control.

Subordination; Etc. The subordination provisions contained in the Aetna Subsidiaries Subordinated Guaranty are enforceable against each Subsidiary Guarantor and Aetna (and its successors or assigns), and all Guaranteed Obligations under (and as defined in) the Subsidiaries Guaranty are within the definition of "Guarantor Senior Debt" included in such subordination provisions.

Subordination; Etc. 26 11.1 Subordination 26 11.2 Liens; Credit 27