Common use of Subordination of Liabilities Clause in Contracts

Subordination of Liabilities. (a) Each of HET and HOCI, for itself, its successors and assigns, covenants and agrees that the payment of the Subordinated Obligations is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness. The provisions of this Section 1 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become Lenders or continue to be Lenders and such provisions are made for the benefit of the Lenders and such Lenders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions. (b) In the event of any payment default under Section 10.01 of the Credit Agreement, any acceleration of the Senior Indebtedness under Section 10 of the Credit Agreement, or the bankruptcy of the Company, any payments by the Company or any representative of the Company, subject to the rights of the LGCB under the Casino Operating Contract, the RDC under the Lease, and any other creditor, as their interests may appear, shall be applied in the following order: (i) reimbursement of all management expenses incurred in accordance with the Management Agreement; (ii) amounts as set forth in Section 11 of that certain Intercreditor Agreement among HET, HOCI, Bankers Trust Company, Norwest Bank Minnesota, National Association, as trustee, and the other parties named therein (as amended from time to time); (iii) any credit enhancement fee due and payable to HET or an Affiliate of HET pursuant to that certain Credit Enhancement Fee Agreement entered into by and among the Company and HOCI pursuant to the Plan; (iv) Base Fee and Termination Fee pursuant to and as defined in the Management Agreement; (v) interest due on the Convertible Junior Subordinated Debentures (as defined in the Plan); (vi) principal due on the Convertible Junior Subordinated Debentures; (vii) interest due on any amounts advanced under the Subordinated Loan Agreement (the "Subordinated Loan"), the Construction Lien Indemnity Advances and any Completion Loans on a pari passu basis; (viii) principal due on the Subordinated Loan, the Construction Lien Indemnity Advances and any Completion Loans on a pari passu basis; and (ix) Incentive Fee pursuant to and as defined in the Management Agreement.

Subordination of Liabilities. (a) Each of HET and HOCIThe Company, for itself, its successors and assigns, covenants and agrees agrees, and the Purchasers, by their acceptance of the Notes likewise covenant and agree, that the payment of the Subordinated Obligations is principal of, and interest on, and all other amounts owing in respect of, the Notes are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness. (a) Nonpayment. (i) Upon the maturity of any Senior Indebtedness (including interest thereon or fees or any other amounts owing in respect thereof), whether at stated maturity, by acceleration or otherwise, all principal thereof and premium, if any, and interest thereon and fees and any other amounts owing in respect thereof (including interest payable in respect of any of the foregoing subsequent to the commencement of any proceeding against or with respect to the Company under the Bankruptcy Code, 11 U.S.C. ss. The 101 et. seq.), in each case to the extent due and owing, shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holder or holders of such Senior Indebtedness, before any further payment is made on account of the principal of (including installments thereof), or interest on, or any amount otherwise owing in respect of, the Notes. (ii) In the event that notwithstanding the provisions of this Section 1 the preceding clause (i), the Company shall constitute make any payment on account of the principal of, or interest on, or amounts otherwise owing in respect of, the Notes, any amounts received in cash in respect thereof shall not be applied by the holder thereof to such Note but shall be held by such holder in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Indebtedness or their agent, representative or the trustee under the indenture or other agreement pursuant to which any instruments evidencing any Senior Indebtedness may have been issued (each, a continuing offer "Representative"), as their respective interests may appear, for application pro rata to the payment of all Persons whoSenior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, in reliance upon such provisions, become Lenders after giving effect to any concurrent payment or continue distribution to be Lenders and such provisions are made or for the benefit of the Lenders and holders of Senior Indebtedness; provided that, any such Lenders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions. (b) In the event of any payment default under Section 10.01 of the Credit Agreement, any acceleration of the Company shall be applied solely to Senior Indebtedness under Section 10 of the Credit Agreement, or the bankruptcy of the Company, any payments by the Company or any representative of the Company, subject to the rights of the LGCB under the Casino Operating Contract, the RDC under the Lease, and any other creditor, as their interests may appear, shall be applied in the following order: (i) reimbursement of all management expenses incurred in accordance with the Management Agreement; (ii) amounts as set forth in Section 11 of that certain Intercreditor Agreement among HET, HOCI, Bankers Trust Company, Norwest Bank Minnesota, National Association, as trustee, and the other parties named therein (as amended from time to time); (iii) any credit enhancement fee due and payable to HET or an Affiliate of HET pursuant to that certain Credit Enhancement Fee Agreement entered into by and among the Company and HOCI pursuant to the Plan; (iv) Base Fee and Termination Fee pursuant to and as defined in the Management Agreement; (v) interest due on the Convertible Junior Subordinated Debentures (as defined in the Plan); (vi) principal due on the Convertible Junior Subordinated Debentures; (vii) interest due on any amounts advanced under the Subordinated Loan Agreement (the "Subordinated Loan"), the Construction Lien Indemnity Advances and any Completion Loans on a pari passu basis; (viii) principal due on the Subordinated Loan, the Construction Lien Indemnity Advances and any Completion Loans on a pari passu basis; and (ix) Incentive Fee pursuant to and as defined in the Management Agreement.

Subordination of Liabilities. (a) Each of HET and HOCIThe Company, for itself, its successors and assigns, covenants and agrees agrees, and each holder of this Note (together with its successors and assigns, the "holder of this Note") by its acceptance hereof likewise covenants and agrees, that the payment of the Subordinated Obligations principal of, interest on, and all other amounts owing in respect of, this Note (the "SUBORDINATED INDEBTEDNESS") is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness. The provisions of this Section 1 11, and the provisions of Sections 2 and 6 of this Note, each shall constitute a continuing offer to all Persons persons or other entities who, in reliance upon such provisions, become Lenders holders of, or continue to be Lenders hold, Senior Indebtedness, and such provisions are made for the benefit of the Lenders holders of Senior Indebtedness, and such Lenders holders are hereby made obligees hereunder the same as if their names were written herein as such, such and they and/or each of them may proceed to enforce such provisions. (bi) In the event of any payment default under Section 10.01 of the Credit Agreementa Senior Payment Default (as hereinafter defined), any acceleration of the Senior Indebtedness under Section 10 of the Credit Agreementthen, or the bankruptcy of the Company, any payments upon receipt by the Company or any representative and the holders of the Company, subject to the rights Subordinated Indebtedness of the LGCB under the Casino Operating Contract, the RDC under the Lease, and any other creditor, as their interests may appear, shall be applied in the following order: written notice of such Senior Default (a "SENIOR PAYMENT DEFAULT NOTICE") from either (i) reimbursement of all management expenses incurred in accordance with the Management Agreement; (ii) amounts as set forth in Section 11 of that certain Intercreditor Agreement among HET, HOCI, Bankers Trust Company, Norwest Bank Minnesota, National Association, as trustee, and the other parties named therein (as amended from time to time); (iii) any credit enhancement fee due and payable to HET or an Affiliate of HET pursuant to that certain Credit Enhancement Fee Agreement entered into by and among the Company and HOCI pursuant to the Plan; (iv) Base Fee and Termination Fee pursuant to and as defined in the Management Agreement; (v) interest due on the Convertible Junior Subordinated Debentures Administrative Agent (as defined in the Plan); Credit Agreement) if such Senior Payment Default relates to the Credit Agreement or any replacement thereof or (viii) the holders of at least a majority in principal due amount of outstanding Senior Indebtedness to which such Senior Payment Default relates or any duly authorized representative of such holders, no payment (other than a payment in the form of any other indebtedness of the Company which is subordinated to the payment of the Senior Indebtedness to the same extent as this Note is subordinated to the Senior Indebtedness or payments made in equity securities of the Company, including as a result of the conversion of the Noes into Shares of A Common Stock) shall be made by the Company on account of principal of (or premium, if any) or interest on the Convertible Junior Subordinated Debentures; Indebtedness unless and until (viii) interest such Senior Payment Default shall have been cured or waived or shall have ceased to exist or (ii) all amounts then due on any amounts advanced and payable in respect of Senior Indebtedness shall have been paid in full in cash, or provision shall have been made for such payment and all commitments to make further loans, advances and other credit accommodations under the Credit Agreement or such other Senior Indebtedness have been terminated (such period during which a Senior Default continues being, a "PAYMENT DEFAULT BLOCKAGE PERIOD"). (ii) In the event that any Senior Nonmonetary Default (as hereinafter defined) shall have occurred and be continuing, then, upon the receipt by the Company and the holders of Subordinated Loan Indebtedness of written notice of such Senior Nonmonetary Default (a "SENIOR NONMONETARY DEFAULT NOTICE") from either (i) the Administrative Agent if such Senior Nonmonetary Default relates to the Credit Agreement or any replacement thereof or (ii) the holders of a majority in principal amount of outstanding Senior Indebtedness to which such Senior Nonmonetary Default relates or any duly authorized representative of such holders, no payment (other than a payment in the form of any other indebtedness of the Company which is subordinated to the payment of the Senior Indebtedness to the same extent as the Note is subordinated to the Senior Indebtedness or payments made in equity interests of the company, including as a result of the conversion of the Notes into Shares of A Common Stock) shall be made by the Company on account of principal of (or premium, if any) or interest on the Subordinated Indebtedness during the period (the "Subordinated LoanNONMONETARY DEFAULT BLOCKAGE PERIOD") commencing on the date of receipt of such Senior Nonmonetary Default Notice and ending on the earlier of (a) the date on which such Senior Nonmonetary Default shall have been cured or waived or shall have ceased to exist and any acceleration of Senior Indebtedness shall have been rescinded or annulled or the Senior Indebtedness to which such Senior Nonmonetary Default relates shall have been discharged or (b) the 179th day after the date of receipt of such written notice; PROVIDED, HOWEVER, that not more than one Senior Nonmonetary Default Notice shall be given during any period of 360 consecutive days, regardless of the number of defaults with respect to Senior Indebtedness during such 360-day period. For all purposes of this Section 11(b)(ii), the Construction Lien Indemnity Advances and any Completion Loans on a pari passu basis; (viii) principal due no event of default which existed or was continuing on the Subordinated Loandate of commencement of any Nonmonetary Default Blockage Period with respect to any Senior Indebtedness shall be, or be made, the Construction Lien Indemnity Advances and basis for the commencement of a another Nonmonetary Default Blockage Period by the holders (or any Completion Loans on duly authorized agent or other representative thereof) of such Senior Indebtedness whether or not within a pari passu basis; and period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (ix) Incentive Fee it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Nonmonetary Default Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (iii) If an Event of Default shall occur and be continuing at any time during the continuance of a Payment Default Blockage Period or a Nonmonetary Default Blockage Period, no holder of Subordinated Indebtedness shall ask, demand or sue for any payment or distribution or seek any other remedy in respect of the Subordinated Indebtedness or commence or join in with any other creditor (other than the agent for the holders of Senior Indebtedness) in commencing any bankruptcy, insolvency, receivership or similar proceedings prior to the earliest to occur of (i) acceleration of any Senior Indebtedness or any other exercise of remedies by the Administrative Agent or the Lenders (as defined in the Management Credit Agreement) or the other holders of Senior Indebtedness, including without limitation, any realization on collateral or any reduction of commitments as a result of the occurrence and continuance of any event of default under the Credit Agreement or any agreement or instrument evidencing Senior Indebtedness, (ii) the occurrence of an Event of Default specified in Sections 6(a)(ii) hereof or (iii) the earlier to occur of (x) 179 days after the commencement of such Payment Blockage Period or Nonmonetary Blockage Period or (y) the expiration of such Payment Blockage Period or Nonmonetary Default Blockage Period. (iv) Except as contemplated by Section 2(b) and Section 4, the Company may not, directly or indirectly, make any payment of any kind or character of any Subordinated Indebtedness and may not acquire any Subordinated Indebtedness for cash or property until all Senior Indebtedness has been paid in full in cash if such payment is prohibited by the terms of any Senior Indebtedness or if any default or event of default under any Senior Indebtedness is then in existence or would result therefrom. (v) In the event that, notwithstanding the other provisions of this Section 11(b), the Company shall make (or any other person or entity on behalf of the Company shall make) any payment on account of the Subordinated Indebtedness (other than as contemplated by Section 2(b) and Section 4) or shall acquire any Subordinated Indebtedness for cash or property at a time when payment is not permitted by such provisions, such payment shall be held by the holder of this Note, in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Indebtedness or their representative, agent or trustee under the loan agreement, indenture or other agreement pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application PRO RATA to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Without in any way modifying the provisions of this Section 11 or affecting the subordination effected hereby, if notice has not been previously given, the Company shall give the holder of this Note prompt written notice of any event which would prevent payments under this Section 11(b).

Subordination of Liabilities. (a) Each of HET and HOCICompletion Guarantor, for itself, its successors and assigns, covenants and agrees that the payment of the Subordinated Obligations is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior IndebtednessSubordinated Notes Obligations. The provisions of this Section 1 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become Lenders or continue to be Lenders remain Senior Subordinated Noteholders and such provisions are made for the benefit of the Lenders Senior Subordinated Noteholders and such Lenders Senior Subordinated Noteholders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions. (b) In the event of any payment default under Section 10.01 Sections 7.1(1) and (2) of the Credit AgreementIndentures, any acceleration of the Senior Indebtedness Subordinated Notes or declaration of an Event of Default under Section 10 7.2 of the Credit AgreementIndentures, or the bankruptcy of the Company, any payments by the Company or any representative of the CompanyCompany shall be applied in the following order, subject to the rights of the LGCB under the Casino Operating Contract, the RDC under the Lease, and any other creditor, as their interests may appear, shall be applied in the following order: (i) reimbursement of all management expenses incurred in accordance with the Management Agreement; (ii) amounts as set forth in Section 11 of that certain Intercreditor Agreement among HET, HOCI, Bankers Trust Company, Norwest Bank Minnesota, National Association, as trustee, and the other parties named therein (as amended from time to time); (iii) any credit enhancement fee due and payable to HET or an Affiliate of HET pursuant to that certain Credit Enhancement Fee Agreement entered into by and among the Company and HOCI pursuant to the Plan; (iv) Base Fee and Termination Fee pursuant to and as defined in the Management Agreement; (v) interest due on the Convertible Junior Subordinated Debentures (as defined in the Plan); (vi) principal due on the Convertible Junior Subordinated Debentures; (vii) interest due on any amounts advanced under the Subordinated Credit Facility, the Indemnity Agreement and the Completion Loan Agreement (each as defined in the "Subordinated Loan"), the Construction Lien Indemnity Advances and any Completion Loans Indentures) on a pari passu basis; (viii) principal due on the Subordinated LoanCredit Facility, the Construction Lien Indemnity Advances Agreement and any the Completion Loans Loan agreement on a pari passu basis; and (ix) Incentive Fee pursuant to and as defined in the Management Agreement; provided that the amounts described in clauses (iii) and (iv) above shall be senior to any Contingent Payments on the New Bonds and the New Contingent Bonds.

Subordination of Liabilities. (a) Each of HET and HOCICompletion Guarantor, for itself, its successors and assigns, covenants and agrees that the payment of the Subordinated Obligations is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior IndebtednessSubordinated Debenture Notes Obligations. The provisions of this Section 1 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become Lenders or continue to be Lenders remain Subordinated Debenture Noteholders and such provisions are made for the benefit of the Lenders Subordinated Debenture Noteholders and such Lenders Subordinated Debenture Noteholders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions. (b) In the event of any payment default under Section 10.01 Sections 6.01(1) and (2) of the Credit AgreementIndenture, any acceleration of the Senior Indebtedness Securities or declaration of an Event of Default under Section 10 6.02 of the Credit AgreementIndentures, or the bankruptcy of the Company, any payments by the Company or any representative of the CompanyCompany shall be applied in the following order, subject to the rights of the LGCB under that certain Amended and Renegotiated Casino Operating Contract entered into by and among the State of Louisiana by and through the Louisiana Gaming Control Board, Xxxxxx'x Jazz Company and the Company (the "Casino Operating Contract"), the RDC under that certain Amended and Restated Lease Agreement among RDC, the Company and the City (the "Lease, and any other creditor, as their interests may appear, shall be applied in the following order: "): (i) reimbursement of all management expenses incurred in accordance with that certain Second Amended and Restated Management Agreement by and between the Company and Xxxxxx'x New Orleans Management Company (the "Management Agreement"); (ii) amounts as set forth in Section 11 of that certain Intercreditor Agreement among HET, HOCI, Bankers Trust Company, Norwest Bank Minnesota, National AssociationTrustee, as trustee, pursuant to the indentures for each of the Senior Subordinated Notes due 2009 with Contingent Payments and the Senior Subordinated Contingent Notes due 2009 and the other parties named therein (as amended from time to time)therein; (iii) any credit enhancement fee due and payable to HET or an Affiliate of HET pursuant to that certain Credit Enhancement Fee Agreement entered into by and among the Company and HOCI pursuant to the Plan; (iv) Base Fee and Termination Fee pursuant to and as defined in the Management Agreement; (v) interest due on in respect of the Convertible Junior Subordinated Debentures (as defined in the Plan)Debentures; (vi) principal due on in respect of the Convertible Junior Subordinated DebenturesSecurities; (vii) interest due on any amounts advanced under the Subordinated Credit Facility, the Indemnity Agreement and the Completion Loan Agreement (each as defined in the "Subordinated Loan"), the Construction Lien Indemnity Advances and any Completion Loans Indentures) on a pari passu basis; (viii) principal due on the Subordinated LoanCredit Facility, the Construction Lien Indemnity Advances Agreement and any the Completion Loans Loan Agreement on a pari passu basis; and (ix) Incentive Fee pursuant to and as defined in the Management Agreement; provided that the amounts described in clauses (iii) and (iv) above shall be senior to any Contingent Payments (as defined in the Plan) on the New Bonds and the New Contingent Bonds.

Subordination of Liabilities. (a) Each of HET and HOCI, for itself, its successors and assigns, covenants and agrees that the payment of the Subordinated Obligations is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior IndebtednessSubordinated Notes Obligations. The provisions of this Section 1 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become Lenders or continue to be Lenders remain Senior Subordinated Noteholders and such provisions are made for the benefit of the Lenders Senior Subordinated Noteholders and such Lenders Senior Subordinated Noteholders are hereby made obligees hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions. (b) In the event of any payment default under Section 10.01 Sections 7.1(1) and (2) of the Credit AgreementIndentures, any acceleration of the Senior Indebtedness Subordinated Notes or declaration of an Event of Default under Section 10 7.2 of the Credit AgreementIndentures, or the bankruptcy of the Company, any payments by the Company or any representative of the Company, subject to the rights of the LGCB under the Casino Operating Contract, the RDC under the Lease, and any other creditor, as their interests may appear, shall be applied in the following order: (i) reimbursement of all management expenses incurred in accordance with the Management Agreement; (ii) amounts as set forth in Section 11 of that certain Intercreditor Agreement among HET, HOCI, Bankers Trust Company, Norwest Bank Minnesota, National Association, as trustee, and the other parties named therein (as may be amended from time to time); (iii) any credit enhancement fee due and payable to HET or an Affiliate of HET pursuant to that certain Credit Enhancement Fee Agreement entered into by and among the Company and HOCI pursuant to the Plan; (iv) Base Fee and Termination Fee pursuant to and as defined in the Management Agreement; (v) interest due on the Convertible Junior Subordinated Debentures (as defined in the Plan); (vi) principal due on the Convertible Junior Subordinated Debentures; (vii) interest due on any amounts advanced under the Subordinated Credit Facility, the Indemnity Agreement and the Completion Loan Agreement (each as defined in the "Subordinated Loan"), the Construction Lien Indemnity Advances and any Completion Loans Indentures) on a pari passu basis; (viii) principal due on the Subordinated LoanCredit Facility, the Construction Lien Indemnity Advances Agreement and any the Completion Loans Loan agreement on a pari passu basis; and (ix) Incentive Fee pursuant to and as defined in the Management Agreement; provided that the amounts described in clauses (iii) and (iv) above shall be senior to any Contingent Payments on the New Bonds and the New Contingent Bonds.