Common use of Subordination Not to be Impaired Clause in Contracts

Subordination Not to be Impaired. (a) The subordination provided for in this Article 5 shall remain in full force and effect until the entire amount of the Senior Indebtedness has been paid and satisfied in full without regard to, and such subordination shall not be released, discharged, limited or in any way affected or impaired by: (i) any lack of validity or enforceability of or any limitation of liability under any agreement, document or instalment now or hereafter given in connection with the Senior Indebtedness (including without limitation any security and guarantees, and such agreements, documents and instruments are hereinafter collectively referred to as the “Credit Documents”); (ii) any irregularity, defect, informality, lack of power or due authorization relating to any Credit Document; (iii) any amendment, modification, addition or supplement to any Credit Document; (iv) any extension, renewal, indulgence, compromise, or any other action or inaction, relating to any Credit Document or any person or property; (v) any taking or abstention from taking of any security for, or any guarantee of, any of the obligations and liabilities of any person arising under any Credit Document whether or not such security or guarantee is given in connection with a Credit Document; (vi) any release, loss, exchange, amendment, modification, addition or supplement to or of any Credit Document or any collateral thereunder (with or without consideration); (vii) any default under, or any lack of due execution, validity or enforceability of, or any irregularity or other defect in, or any failure to perfect, register or file notice of, any Credit Document; (viii) any waiver of or consent to a departure from any requirement or condition precedent contained in any Credit Document; (ix) any exercise or non-exercise, negligent or otherwise, of any right, remedy, power or privilege in respect of any Credit Document; (x) any change in the parties to, or in the interest of any party in, any Credit Document, including without limitation any change resulting from an assignment of the interest of a party under any Credit Document; (xi) any method or sequence of application (or subsequent change thereof) at any time or from time to time used by any holder of Senior Indebtedness or the Debenture Trustee to apply any proceeds received from any source to the Senior Indebtedness; (xii) any sale, lease, transfer or other disposition by the Corporation or the Debenture Trustee or any other Person of any property; (xiii) any amalgamation, consolidation or merger of the Corporation or the Debenture Trustee or any other Person with or into any Person; (xiv) any manner of dealing by any holder of Senior Indebtedness with the Corporation or the Debenture Trustee or any other Person; (xv) any bankruptcy, insolvency, reorganization, arrangement or similar proceedings involving or affecting the Corporation or the Debenture Trustee or any other Person; (xvi) any other circumstances of any nature whatsoever which might otherwise constitute a legal or equitable discharge of or defence against the obligations of the Corporation or the Debenture Trustee hereunder (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); or (xvii) any other circumstances (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); in each case, whether or not the Corporation, the Debenture Trustee, any holder of Senior Indebtedness or any other Person shall have notice or knowledge of any of the foregoing and whether or not any of the holders of Senior Indebtedness, the Corporation or the Debenture Trustee shall have consented thereto. (b) With respect to the subordination contemplated by this Article 5, the Debenture Trustee, and by acceptance of Debentures, each of the Debentureholders, absolutely and unconditionally waives:

Subordination Not to be Impaired. (a) The subordination provided for in this Article 5 shall remain in full force and effect until the entire amount of the Senior Indebtedness Permitted Secured Debt has been paid and satisfied in full without regard to, and such subordination shall not be released, discharged, limited or in any way affected or impaired by: (i) any lack of validity or enforceability of or any limitation of liability under any agreement, document or instalment now or hereafter given in connection with the Senior Indebtedness Permitted Secured Debt (including without limitation any security and guarantees, and for greater certainty including this Indenture; and such agreements, documents and instruments are hereinafter collectively referred to as the “"Credit Documents”"); (ii) any irregularity, defect, informality, lack of power or due authorization relating to any Credit Document; (iii) any amendment, modification, addition or supplement to any Credit Document; (iv) any extension, renewal, indulgence, compromise, or any other action or inaction, relating to any Credit Document or any person or property; (v) any taking or abstention from taking of any security for, or any guarantee of, any of the obligations and liabilities of any person arising under any Credit Document whether or not such security or guarantee is given in connection with a Credit Document; (vi) any release, loss, exchange, amendment, amendment modification, addition or supplement to or of any Credit Document or any collateral thereunder (with or without consideration); (vii) any default under, or any lack of due execution, validity or enforceability of, or any irregularity or other defect in, or any failure to perfect, register or file notice of, any Credit Document; (viii) any waiver of or consent to a departure from any requirement or condition precedent contained in any Credit Document; (ix) any exercise or non-exercise, negligent or otherwise, of any right, remedy, power or privilege in respect of any Credit Document; (x) any change in the parties to, or in the interest of any party in, any Credit Document, including without limitation any change resulting from an assignment of the interest of a party under any Credit Document; (xi) any method or sequence of application (or subsequent change thereof) at any time or from time to time used by any holder of Senior Indebtedness Permitted Secured Debt or the Debenture Trustee to apply any proceeds received from any source to the Senior IndebtednessPermitted Secured Debt; (xii) any sale, lease, transfer or other disposition by the Corporation or the Debenture Trustee or any other Person of any property; (xiii) any amalgamation, consolidation or merger of the Corporation or the Debenture Trustee or any other Person with or into any Person; (xiv) any manner of dealing by any holder of Senior Indebtedness Permitted Secured Debt with the Corporation or the Debenture Trustee or any other Person; (xv) any bankruptcy, insolvency, reorganization, arrangement or similar proceedings involving or affecting the Corporation or the Debenture Trustee or any other Person; (xvi) any other circumstances of any nature whatsoever which might otherwise constitute a legal or equitable discharge of or defence against the obligations of the Corporation or the Debenture Trustee hereunder (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); or (xvii) any other circumstances (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); in each case, whether or not the Corporation, the Debenture Trustee, any holder of Senior Indebtedness Permitted Secured Debt or any other Person shall have notice or knowledge of any of the foregoing and whether or not any of the holders of Senior IndebtednessPermitted Secured Debt, the Corporation or the Debenture Trustee shall have consented thereto. (b) With respect to the subordination contemplated by this Article 5, the Debenture Trustee, and by acceptance of Debentures, each of the Debentureholders, absolutely and unconditionally waives: (i) notice of any of the matters referred to in subsection 5.6(a); (ii) all notices which may be required by statute, rule of law or otherwise to preserve any rights of any holder of Permitted Secured Debt, other than notice of an event of default as provided for in section 5.4; (iii) any right to require the exercise by any holder of Permitted Secured Debt of any right, remedy, power or privilege in connection with any Credit Document (including without limitation any right to require any holder of Permitted Secured Debt to take or exhaust any recourse against the Corporation or any other person or under the Credit Documents); and (iv) any requirement of diligence or care on the part of any holder of Permitted Secured Debt, or the Trustee. The subordination provided for in this Article 5 shall be continuing and shall continue irrespective of any one or more demands which may be made hereunder by any holder of Permitted Secured Debt, and irrespective of any statute of limitations otherwise applicable. If at any time a payment on account of the Permitted Secured Debt is rescinded or avoided upon the insolvency, bankruptcy or reorganization of the Corporation or any other Person or for whatever reason, the subordination provided for in this Article 5 shall be continuing or be reinstated, as applicable, (irrespective of any statute of limitations otherwise applicable) and shall cover and include each such rescinded or avoided payment, all as though such payment had not been made.

Subordination Not to be Impaired. (a) The subordination provided for in this Article 5 shall remain in full force and effect until the entire amount of the Senior Indebtedness has been paid and satisfied in full without regard to, and such subordination shall not be released, discharged, limited or in any way affected or impaired by: (i) any lack of validity or enforceability of or any limitation of liability under any agreement, document or instalment now or hereafter given in connection with the Senior Indebtedness (including without limitation any security and guarantees, and such agreements, documents and instruments are hereinafter collectively referred to as the “Credit Documents”); (ii) any irregularity, defect, informality, lack of power or due authorization relating to any Credit Document; (iii) any amendment, modification, addition or supplement to any Credit Document; (iv) any extension, renewal, indulgence, compromise, or any other action or inaction, relating to any Credit Document or any person or property; (v) any taking or abstention from taking of any security for, or any guarantee of, any of the obligations and liabilities of any person arising under any Credit Document whether or not such security or guarantee is given in connection with a Credit Document; (vi) any release, loss, exchange, amendment, modification, addition or supplement to or of any Credit Document or any collateral thereunder (with or without consideration); (vii) any default under, or any lack of due execution, validity or enforceability of, or any irregularity or other defect in, or any failure to perfect, register or file notice of, any Credit Document; (viii) any waiver of or consent to a departure from any requirement or condition precedent contained in any Credit Document; (ix) any exercise or non-exercise, negligent or otherwise, of any right, remedy, power or privilege in respect of any Credit Document; (x) any change in the parties to, or in the interest of any party in, any Credit DocumentDocument including, including without limitation limitation, any change resulting from an assignment of the interest of a party under any Credit Document; (xi) any method or sequence of application (or subsequent change thereof) at any time or from time to time used by any holder of Senior Indebtedness or the Debenture Trustee to apply any proceeds received from any source to the Senior Indebtedness; (xii) any sale, lease, transfer or other disposition by the Corporation or the Debenture Trustee or any other Person of any property; (xiii) any amalgamation, consolidation or merger of the Corporation or the Debenture Trustee or any other Person with or into any Person; (xiv) any manner of dealing by any holder of Senior Indebtedness with the Corporation or the Debenture Trustee or any other Person; (xv) any bankruptcy, insolvency, reorganization, arrangement or similar proceedings involving or affecting the Corporation or the Debenture Trustee or any other Person; (xvi) any other circumstances of any nature whatsoever which might otherwise constitute a legal or equitable discharge of or defence against the obligations of the Corporation or the Debenture Trustee hereunder (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); or (xvii) any other circumstances (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); in each case, whether or not the Corporation, the Debenture Trustee, any holder of Senior Indebtedness or any other Person shall have notice or knowledge of any of the foregoing and whether or not any of the holders of Senior Indebtedness, the Corporation or the Debenture Trustee shall have consented thereto. (b) With respect to the subordination contemplated by this Article 5, the Debenture Trustee, and by acceptance of Debentures, each of the Debentureholders, absolutely and unconditionally waives:

Subordination Not to be Impaired. (a1) The subordination provided for in this Article 5 Five shall remain in full force and effect until the entire amount of the Senior Indebtedness has been paid and satisfied in full without regard to, and such subordination shall not be released, discharged, limited or in any way affected or impaired by: (ia) any lack of validity or enforceability of or any limitation of liability under any agreement, document or instalment instrument now or hereafter given in connection with the Senior Indebtedness (including without limitation any security and guarantees, and for greater certainty including this agreement) and such agreements, documents and instruments are hereinafter collectively referred to as the “"Credit Documents”)" and individually as a "Credit Document" ; (iib) any irregularity, defect, informality, lack of power or due authorization relating to any Credit Document; (iiic) any amendment, modification, addition or supplement to any Credit Document; (ivd) any extension, renewal, indulgence, compromise, or any other action or inaction, relating to any Credit Document or any person or property; (ve) any taking or abstention from taking of any security for, or any guarantee of, any of the obligations and liabilities of any person arising under any Credit Document whether or not such security or guarantee is given in connection with a Credit Document; (vif) any release, loss, exchange, amendment, modification, addition or supplement to or of any Credit Document or any collateral thereunder (with or without consideration); (viig) any default under, or any lack of due execution, validity or enforceability of, or any irregularity or other defect in, or any failure to perfect, register or file notice of, any Credit Document; (viiih) any waiver of or consent to a departure from any requirement or condition precedent contained in any Credit Document; (ixi) any exercise or non-exercise, negligent or otherwise, of any right, remedy, power or privilege in respect of any Credit Document; (xj) any change in the parties to, or in the interest of any party in, any Credit Document, including without limitation any change resulting from an assignment of the interest of a party under any Credit Document; (xik) any method or sequence of application (or subsequent change thereof) at any time or from time to time used by any holder of Senior Indebtedness or the Debenture Trustee to apply any proceeds received from any source to the Senior Indebtedness; (xiil) any sale, lease, transfer or other disposition by the Corporation or the Debenture Trustee or any other Person person of any property; (xiiim) any amalgamation, consolidation or merger of the Corporation or the Debenture Trustee or any other Person person with or into any Personperson; (xivn) any manner of dealing by any holder of Senior Indebtedness with the Corporation or the Debenture Trustee or any other Personperson; (xvo) any bankruptcy, insolvency, reorganization, arrangement or similar proceedings involving or affecting the Corporation or the Debenture Trustee or any other Personperson; (xvip) any other circumstances of any nature whatsoever which might otherwise constitute a legal or equitable discharge of or defence against the obligations of the Corporation or the Debenture Trustee hereunder (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); or (xviiq) any other circumstances (except satisfaction in full of the obligations of the Corporation and the Debenture Trustee hereunder); in each case, case whether or not the Corporation, the Debenture Trustee, any holder of Senior Indebtedness or any other Person person shall have notice or knowledge of any of the foregoing and whether or not any of the holders of Senior Indebtedness, the Corporation or the Debenture Trustee shall have consented thereto. (b2) With respect to the subordination contemplated by this Article 5Five, the Debenture Trustee, and by his acceptance of Debentures, each of the Debentureholders, absolutely and unconditionally waives: (a) notice of any of the matters referred to in subsection 5.6(1); (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights of any holder of Senior Indebtedness other than notice of an event of default as provided for in section 5.4; (c) any right to require the exercise by any holder of Senior Indebtedness of any right, remedy, power or privilege in connection with any Credit Document (including without limitation any right to require any holder of Senior Indebtedness to take or exhaust any recourse against the Corporation or any other person or under the Credit Documents); and (d) any requirement of diligence or care on the part of any holder of Senior Indebtedness, or the Trustee. The subordination provided for in this Article Five shall be continuing and shall continue irrespective of any one or more demands which may be made hereunder by any holder of Senior Indebtedness, and irrespective of any statute of limitations otherwise applicable. If at any time a payment on account of the Senior Indebtedness is rescinded or avoided upon the insolvency, bankruptcy or reorganization of the Corporation or any other person or for whatever reason, the subordination provided for in this Article Five shall be continuing or be reinstated, as applicable, (irrespective of any statute of limitations otherwise applicable) and shall cover and include each such rescinded or avoided payment, all as though such payment had not been made.

Subordination Not to be Impaired. (a) The subordination provided for in this Article 5 shall remain in full force and effect until the entire amount of the Senior Indebtedness has been paid and satisfied in full without regard to, and such subordination shall not be released, discharged, limited or in any way affected or impaired by: (i) any lack of validity or enforceability of or any limitation of liability under any agreement, document or instalment now or hereafter given in connection with the Senior Indebtedness (including without limitation any security and guarantees, and such agreements, documents and instruments are hereinafter collectively referred to as the “Credit Documents”); (ii) any irregularity, defect, informality, lack of power or due authorization relating to any Credit Document; (iii) any amendment, modification, addition or supplement to any Credit Document; (iv) any extension, renewal, indulgence, compromise, or any other action or inaction, relating to any Credit Document or any person Person or property; (v) any taking or abstention from taking of any security for, or any guarantee of, any of the obligations and liabilities of any person Person arising under any Credit Document whether or not such security or guarantee is given in connection with a Credit Document; (vi) any release, loss, exchange, amendment, modification, addition or supplement to or of any Credit Document or any collateral thereunder (with or without consideration); (vii) any default under, or any lack of due execution, validity or enforceability of, or any irregularity or other defect in, or any failure to perfect, register or file notice of, any Credit Document; (viii) any waiver of or consent to a departure from any requirement or condition precedent contained in any Credit Document; (ix) any exercise or non-exercise, negligent or otherwise, of any right, remedy, power or privilege in respect of any Credit Document; (x) any change in the parties to, or in the interest of any party in, any Credit Document, including without limitation any change resulting from an assignment of the interest of a party under any Credit Document; (xi) any method or sequence of application (or subsequent change thereof) at any time or from time to time used by any holder of Senior Indebtedness or the Debenture Trustee to apply any proceeds received from any source to the Senior Indebtedness; (xii) any sale, lease, transfer or other disposition by the Corporation REIT or the Debenture Trustee or any other Person of any property; (xiii) any amalgamation, consolidation or merger of the Corporation REIT or the Debenture Trustee or any other Person with or into any Person; (xiv) any manner of dealing by any holder of Senior Indebtedness with the Corporation REIT or the Debenture Trustee or any other Person; (xv) any bankruptcy, insolvency, reorganization, arrangement or similar proceedings involving or affecting the Corporation REIT or the Debenture Trustee or any other Person; (xvi) any other circumstances of any nature whatsoever which might otherwise constitute a legal or equitable discharge of or defence against the obligations of the Corporation REIT or the Debenture Trustee hereunder (except satisfaction in full of the obligations of the Corporation REIT and the Debenture Trustee hereunder); or (xvii) any other circumstances (except satisfaction in full of the obligations of the Corporation REIT and the Debenture Trustee hereunder); in each case, whether or not the CorporationREIT, the Debenture Trustee, any holder of Senior Indebtedness or any other Person shall have notice or knowledge of any of the foregoing and whether or not any of the holders of Senior Indebtedness, the Corporation REIT or the Debenture Trustee shall have consented thereto. (b) With respect to the subordination contemplated by this Article 5, the Debenture Trustee, and by acceptance of Debentures, each of the Debentureholders, absolutely and unconditionally waives: (i) notice of any of the matters referred to in Subsection 5.13(a); (ii) all notices which may be required by statute, rule of law or otherwise to preserve any rights of any holder of Senior Indebtedness, other than notice of an Event of Default; (iii) any right to require the exercise by any holder of Senior Indebtedness of any right, remedy, power or privilege in connection with any Credit Document (including without limitation any right to require any holder of Senior Indebtedness to take or exhaust any recourse against the REIT or any other Person or under the Credit Documents); and (iv) any requirement of diligence or care on the part of any holder of Senior Indebtedness, or the Trustee. The subordination provided for in this Article 5 shall be continuing and shall continue irrespective of any one or more demands which may be made hereunder by any holder of Senior Indebtedness, and irrespective of any statute of limitations otherwise applicable. If at any time a payment on account of the Senior Indebtedness is rescinded or avoided upon the insolvency, bankruptcy or reorganization of the REIT or any other Person or for whatever reason, the subordination provided for in this Article 5 shall be continuing or be reinstated, as applicable, (irrespective of any statute of limitations otherwise applicable) and shall cover and include each such rescinded or avoided payment, all as though such payment had not been made.