Common use of Subordination of Claims Clause in Contracts

Subordination of Claims. Until all Senior Leveraged Lease Obligations shall have been paid in full: (a) the Subordinated Claims shall be subordinate, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and all Senior Leveraged Lease Obligations whether now existing or hereafter incurred or created (collectively, the "SENIOR CLAIMS"); (b) Xxxxx City shall not, directly or indirectly, except with respect to withdrawals from the Equity Account pursuant to Section 4.6(b) of the Amended Security Desposit Agreement and Section 17.1(g) of the Facility Lease, make any payment on account of, or transfer any collateral for any part of, any Subordinated Claims; PROVIDED, HOWEVER, that, as long as no Lease Event of Default (other than a Rent Default Event) has occurred and is continuing under the Facility Lease and subject to Section 6.9 of the Participation Agreement and the applicable provisions of the Amended Security Deposit Agreement, Xxxxx City may make payments of Subordinated Claims consisting of Basic Lease Rent, Supplemental Rent and Renewal Lease Rent; and (c) without the consent of the Lease Indenture Trustee, the Subordinated Parties shall not demand, xxx for or accept (other than with respect to withdrawals from the Equity Account pursuant to Section 4.6(a)(i) and Section 4.6(b) of the Amended Security Deposit Agreement and Section 17.1(g) of the Facility Lease and withdrawals from the Reserve Account pursuant to Section 4.4 of the Amended Security Deposit Agreement) from Xxxxx City any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce its rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of a Lease Event of Default under the Facility Lease). (d) Neither Xxxxx City nor the Subordinated Parties shall otherwise take any action prejudicial to or inconsistent with the priority position of the Secured Parties over the Subordinated Parties created by this Section 2.1.

Subordination of Claims. Until all Senior Leveraged Lease Obligations At any time (i) when a Borrowing Base Deficiency exists, and until the Mandatory Prepayment in connection therewith, if any, shall have been be paid and satisfied in full: , or (aii) during the existence and continuation of an Event of Default, if there are outstanding Obligations, in each case, none of the Borrower, the Administrator or the Adviser shall receive or collect, directly or indirectly any amount upon the Subordinated Claims Claims, other than to obtain funds required to make any Mandatory Prepayment; provided, that, unless an Event of Default under Section 11.01(a), (g), (h), or (m) is occurring and continuing, the Borrower shall be subordinate, permitted to pay the Adviser and its Affiliates pursuant to the extent and terms of the applicable Operative Documents the Management Fee (which shall not include fees in the manner hereinafter set forthnature of performance fees, to incentive fees or fees representing or constituting any carried interest), which, if paid during the prior existence of any Borrowing Base Deficiency, Potential Default arising under Section 11.01(a), (g) or (h), or Event of Default, shall not exceed, in the aggregate, $10,000,000. Any liens, security interests, judgment liens, charges, or other encumbrances upon any Person’s assets securing payment ofof Subordinated Claims, including, but not limited to, any liens or security interests on an Investor’s Subscribed Interests in the Borrower, shall be and junior remain inferior and subordinate in right of payment toand of security to any liens, security interests, judgment liens, charges, or other encumbrances upon an Investor’s assets securing such Investor’s obligations and liabilities to the Secured Parties pursuant to any and all Senior Leveraged Lease Obligations of the Collateral Documents executed by such Person, regardless of whether now existing such encumbrances in favor of the Borrower or the Secured Parties presently exist or are hereafter incurred created or created (collectivelyattach. Without the prior written consent of the Administrative Agent, the "SENIOR CLAIMS"); (b) Xxxxx City Borrower shall not, directly or indirectly, except with respect to withdrawals from the Equity Account pursuant to Section 4.6(b) of the Amended Security Desposit Agreement and Section 17.1(g) of the Facility Lease, make at any payment on account of, or transfer any collateral for any part of, any Subordinated Claims; PROVIDED, HOWEVER, that, as long as no Lease time an Event of Default (other than a Rent Default Event) has occurred and is continuing under the Facility Lease and continuing, but in any case subject to Section 6.9 11.02: (a) exercise or enforce any creditor’s or partnership right it may have against an Investor; (b) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief, or insolvency proceedings) to enforce any liens, mortgages, deeds of the Participation Agreement and the applicable provisions trust, security interest, collateral rights, judgments or other encumbrances on assets of the Amended Security Deposit Agreement, Xxxxx City may make payments of Subordinated Claims consisting of Basic Lease Rent, Supplemental Rent and Renewal Lease Rentsuch Investor held by such Person; and or (c) without exercise any rights or remedies against an Investor under the consent of applicable Operative Documents or the Lease Indenture TrusteeSubscription Agreements; provided that any action taken by the Administrative Agent or the Lenders in the Borrower’s name, or any action taken by the Subordinated Parties Borrower that is required under any Loan Document or to comply with any Loan Document, shall not demand, xxx for or accept (other than with respect to withdrawals from the Equity Account pursuant to Section 4.6(a)(i) and Section 4.6(b) be a violation of the Amended Security Deposit Agreement and Section 17.1(g) of the Facility Lease and withdrawals from the Reserve Account pursuant to Section 4.4 of the Amended Security Deposit Agreement) from Xxxxx City any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce its rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of a Lease Event of Default under the Facility Lease). (d) Neither Xxxxx City nor the Subordinated Parties shall otherwise take any action prejudicial to or inconsistent with the priority position of the Secured Parties over the Subordinated Parties created by this Section 2.15.04.

Subordination of Claims. Until all Senior Leveraged Lease Obligations shall have been paid in full: (a) the Subordinated Claims shall be subordinate, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and all Senior Leveraged Lease Obligations whether now existing or hereafter incurred or created (collectively, the "SENIOR CLAIMS"); (b) Xxxxx City shall not, directly or indirectly, except with respect to withdrawals from the Equity Account pursuant to Section 4.6(b7.1(a) of the Amended Security Desposit Agreement and Section 17.1(g) of the Facility Lease, make any payment on account of, or transfer any collateral for any part of, any Subordinated Claims; PROVIDED, HOWEVER, that, as long as no Lease Event of Default (other than a Rent Default Event) has occurred and is continuing under the Facility Lease and subject to Section 6.9 of the Participation Agreement and the applicable provisions of the Amended Security Deposit Agreement, Xxxxx City may make payments of Subordinated Claims consisting of Basic Lease Rent, Supplemental Rent and Renewal Lease Rent; and (c) without the consent of the Lease Indenture Trustee, the Subordinated Parties shall not demand, xxx for or accept (other than with respect to withdrawals from the Equity Account pursuant to Section 4.6(a)(i) and Section 4.6(b7.1(a) of the Amended Security Deposit Desposit Agreement and Section 17.1(g) of the Facility Lease and withdrawals from the Reserve Account pursuant to Section 4.4 of the Amended Security Deposit AgreementLease) from Xxxxx City any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce its rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of a Lease Event of Default under the Facility Lease). (d) Neither Xxxxx City nor the Subordinated Parties shall otherwise take any action prejudicial to or inconsistent with the priority position of the Secured Parties over the Subordinated Parties created by this Section 2.1.

Subordination of Claims. Until all Senior Leveraged Lease Obligations shall have been paid in full: (a) the Subordinated Claims shall be subordinate, to the extent and in the manner hereinafter set forth, to the prior payment of, and junior in right of payment to, any and all Senior Leveraged Lease Obligations whether now existing or hereafter incurred or created (collectively, the "SENIOR CLAIMSSenior Claims"); (b) Xxxxx City shall not, directly or indirectly, except with respect to withdrawals from the Equity Account pursuant to Section 4.6(b) of the Amended Security Desposit Agreement and Section 17.1(g) of the Facility Lease, make any payment on account of, or transfer any collateral for any part of, any Subordinated Claims; PROVIDEDprovided, HOWEVERhowever, that, as long as no Lease Event of Default (other than a Rent Default Event) has occurred and is continuing under the Facility Lease and subject to Section 6.9 of the Participation Agreement and the applicable provisions of the Amended Security Deposit Agreement, Xxxxx City may make payments of Subordinated Claims consisting of Basic Lease Rent, Supplemental Rent and Renewal Lease Rent; and (c) without the consent of the Lease Indenture Trustee, the Subordinated Parties shall not demand, xxx for or accept (other than with respect to withdrawals from the Equity Account pursuant to Section 4.6(a)(i) and Section 4.6(b) of the Amended Security Deposit Agreement and Section 17.1(g) of the Facility Lease and withdrawals from the Reserve Account pursuant to Section 4.4 of the Amended Security Deposit Agreement) from Xxxxx City any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce its rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of a Lease Event of Default under the Facility Lease). (d) Neither Xxxxx City nor the Subordinated Parties shall otherwise take any action prejudicial to or inconsistent with the priority position of the Secured Parties over the Subordinated Parties created by this Section 2.1.