Common use of Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens Clause in Contracts

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid in Full, any liens and security interests of Subordinated Creditor in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Senior Lenders release or agree to release any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of Subordinated Creditor in such Collateral. In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid paid in Fullfull in cash (or other consideration acceptable to Agent in its sole discretion), any all liens and security interests of the Subordinated Creditor in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interestsinterests and whether such liens and security interests of Agent are set aside, avoided or unperfected. Each Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Agent or Senior Lenders release or agree to release any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of or retained pursuant to a foreclosure or similar action, each Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, ) promptly deliver (and execute and deliver as appropriate) to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such CollateralCollateral so long as, subject to Section 2.7(b), (A) the net proceeds of such sale, disposition, foreclosure or similar action are applied to the permanent payment of the Senior Debt, (B) any proceeds from such sale or other disposition received by the Agent in excess of the Senior Debt Limit shall be promptly delivered to the Subordinated Creditor (subject to any prior rights of third parties) and (C) such release by the Subordinated Creditor shall not extend to the proceeds from such sale or other disposition. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to deliver (and execute and deliver as appropriate) any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section subsection 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and any lending commitments under the Senior Debt Documents have terminated, any liens and security interests of Subordinated Creditor in the Collateral which may exist in breach of Subordinated Creditor’s agreement pursuant to Section 3.2(b) or Section 4.1 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders Lender in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Loan Documents, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders Lender in the Collateral securing the Senior Debt. In the event that Senior Lenders release or agree to release Subordinated Creditor obtains any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of or retained pursuant to a foreclosure or similar actionCollateral, Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, ) promptly execute and deliver to Agent Senior Lender such termination statements and releases as Agent Senior Lender shall reasonably request to effect the termination or release of the liens and security interests of Subordinated Creditor in such Collateral. In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent Senior Lender its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has Obligations have been Paid indefeasibly paid in Fullfull in cash and any and all lending commitments under the Senior Documents have terminated, any liens and security interests of the Subordinated Creditor in the Tensar Holdings Collateral which may exist in breach of the Subordinated Creditor’s agreement pursuant to subsection 3.2(f) or subsection 4.1 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and the Senior Lenders Creditor in the Tensar Holdings Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. The Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior DebtObligations, the Senior Debt Documents, or the liens and security interests of Agent and the Senior Lenders Creditor in the Tensar Holdings Collateral securing the Senior DebtObligations. In the event that Senior Lenders release or agree to release the Subordinated Creditor obtains any of their liens or security interests in the Collateral in connection with Tensar Holdings Collateral, the sale or other disposition thereof or any of the Collateral is sold, disposed of or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, agent) to promptly execute and deliver to Agent the Senior Creditor such termination statements and releases as Agent the Senior Creditor shall reasonably request to effect the termination or release of the liens and security interests of the Subordinated Creditor in such Tensar Holdings Collateral. In furtherance of the foregoing, the Subordinated Creditor hereby irrevocably appoints Agent the Senior Creditor as its attorney-in-fact, with full authority in the place and stead of the Subordinated Creditor and in the name of the Subordinated Creditor or otherwise, to execute and deliver any document or instrument which the Subordinated Creditor may be required to deliver pursuant to this Section subsection 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until such time as the Senior Debt is Paid in Full, no Subordinated Creditor shall at any time take, accept, file, record or require any Lien in or on any or all of the Collateral or any other interest in property of any Obligor other than Permitted Judgment Liens. Until all Senior Debt has been Paid in Full, any liens and security interests Liens of any Subordinated Creditor on account of the Subordinated Debt in the Collateral which may exist in breach of such Subordinated Creditor’s agreement pursuant to Section 3.2(a) or Section 4.1(e) of this Agreement and any Permitted Judgment Liens shall in each case be and hereby are subordinated for all purposes and in all respects to the liens and security interests Liens of Senior Agent and Senior Lenders Creditors in the Collateral, any and all Liens granted by any Obligor in favor of the Senior Agent shall in all respects be first and senior Liens, superior to any Liens in favor of Subordinated Creditors regardless of the time, manner or order of perfection of any such liens and security interests. Without limiting any other rights and remedies available to the Senior Agent, Subordinated Creditors agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted to them shall be held and paid over to Senior Agent in accordance with Sections 2.3, 2.5 and 5 or any other provision of this Agreement. Each Subordinated Creditor agrees that it will not directly or indirectly, as a member of a creditors’ committee in a Proceeding or otherwise, at any time initiate, prosecute, participate in any action, objection or other proceeding to challenge or otherwise contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Senior Agent and Senior Lenders Creditors in the Collateral securing the Senior Debt; provided that, for the avoidance of doubt, such Subordinated Creditor’s status as a member of a creditors’ committee shall not be deemed to be a violation of the foregoing restriction for so long as such Subordinated Creditor does not initiate, prosecute, and participate in (and abstains from) any action, objection or other proceeding to challenge or otherwise contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Senior Agent and Senior Creditors in the Collateral securing the Senior Debt. Each Senior Creditor agrees that, except as may otherwise be contemplated under or consistent with this Agreement, it will not at any time initiate, prosecute or participate in any claim, action, objection or other proceeding challenging the enforceability or validity of the Subordinated Debt or the Subordinated Debt Documents. In the event that Senior Lenders release or agree to release any of their Subordinated Creditor obtains any liens or security interests in the Collateral in connection with the sale or other disposition thereof or any on account of the Collateral is soldSubordinated Debt, disposed of or retained pursuant to a foreclosure or similar action, such Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, ) promptly execute and deliver to Senior Agent such termination statements and releases as Senior Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such Collateral. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably (i) appoints Senior Agent its attorney-in-fact, with full power of substitution and with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section 2.62.8 and (ii) authorizes the Senior Agent to file any Uniform Commercial Code termination statement, release or amendment required to be delivered pursuant to this Section 2.8, provided that the Senior Agent shall have no obligation to file any such Uniform Commercial Code termination statement, release or amendment.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all lending commitments under the Senior Debt Documents have terminated, any liens and security interests all Liens of the Subordinated Creditor in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests Liens of the Senior Agent and Senior Lenders in the Collateral, regardless of the timeorder or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien. The priorities of the Liens shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of the Senior Debt or the Lease Debt, by any failure to perfect the Senior Agent's security interest in the Collateral, the subordination of the Senior Agent's Lien on the Collateral, the avoidance or invalidation of the Senior Agent's Lien or by any other action or inaction which the Senior Agent or any Senior Lender may take or fail to take in respect of the Collateral. Except as expressly set forth above with respect to the Senior Debt and the Senior Debt Documents, the execution and delivery of this Agreement shall not alter or affect the priority of the Subordinated Debt Documents with respect to all other Liens on the Lease Collateral. The Senior Agent and the Subordinated Creditor each shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral. This Agreement is intended solely to govern the respective Lien priorities as between the Senior Agent and the Subordinated Creditor and shall not impose on the Senior Agent or the Subordinated Creditor any such liens and security interestsobligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other governmental authority or any applicable law. The Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests Liens of the Senior Agent and Senior Lenders in the Collateral securing the Senior Debt. Notwithstanding anything to the contrary contained in any agreement between the Subordinated Creditor and the Loan Parties, only the Senior Agent shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, release or other disposition of the Collateral or take any action with respect to the Collateral without any consultation with or the consent of the Subordinated Creditor. In the event that the Senior Lenders release Agent releases or agree agrees to release any of their its liens or security interests in any portion of the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of sold or retained pursuant to a foreclosure or similar action, the Subordinated Creditor shall (promptly consent to such sale or shall cause its agent to), upon Agent’s request, other disposition and promptly execute and deliver to the Senior Agent such termination statements and releases as the Senior Agent shall reasonably request to effect the termination or release of the liens and security interests Liens of the Subordinated Creditor in such Collateral. In furtherance of the foregoing, the Subordinated Creditor hereby irrevocably appoints the Senior Agent as its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section 2.62.2.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid in In Full, any liens and security interests of Subordinated Creditor PBC in any of the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent Collateral Agent, and any liens and security interests of Senior Lenders Buyers, in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor PBC agrees that it will not at to challenge or contest, and not to initiate, prosecute or participate in any time contest claim, action or other proceeding challenging or contesting, the amount, enforceability, validity, perfection, perfection or priority or enforceability of the Senior Debt, the Senior Debt Documents, or the any liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Collateral Agent or Senior Lenders Buyers release or agree to release any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral or any of the Collateral is sold, disposed of of, or retained pursuant to a foreclosure or similar actionaction or otherwise, Subordinated Creditor or any other sale or disposition that is permitted by the Note Documents, PBC shall promptly deliver (or shall cause its agent to), upon Agent’s request, promptly and execute and deliver as appropriate) to Collateral Agent such termination statements and releases as Collateral Agent shall reasonably request to effect the termination or release of the any liens and security interests of Subordinated Creditor PBC in such Collateral; provided that any cash proceeds of such sale shall be applied to permanently repay the Senior Debt in accordance with the terms of the Note Documents until the Senior Debt has been Paid In Full. In furtherance of the foregoing, Subordinated Creditor PBC hereby irrevocably appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor PBC and in the name of Subordinated Creditor PBC or otherwise, to deliver (and execute and deliver as appropriate) any document or instrument which Subordinated Creditor PBC may be required to deliver pursuant to this Section 2.62.5 in the event that PBC fails to timely deliver such document or instrument under this Section 2.5. Notwithstanding the foregoing, in the event there are cash proceeds of a sale or other disposition of the Collateral in excess of the amounts needed to have the Senior Debt Paid In Full, PBC shall not be required to release any lien it may have in such excess cash proceeds.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all lending commitments under the Senior Debt Documents have terminated, any all liens and security interests of Subordinated Creditor in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent (for its benefit and the benefit of the Senior Lenders Lenders) in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Senior Lenders release Agent releases or agree agrees to release any of their its liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of Subordinated Creditor in such Collateral. In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until such time as the Senior Debt is Paid in Full, no Subordinated Creditor shall at any time take, accept, file, record or require any Lien in or on any or all of the Collateral or any other interest in property of any Obligor other than Permitted Judgment Liens. Until all Senior Debt has been Paid in Full, any liens and security interests Liens of any Subordinated Creditor on account of the Subordinated Debt in the Collateral which may exist in breach of such Subordinated Creditor’s agreement pursuant to Section 3.2(a) or Section 4.1(e) of this Agreement and any Permitted Judgment Liens shall in each case be and hereby are subordinated for all purposes and in all respects to the liens and security interests Liens of Senior Agent and Senior Lenders Creditors in the Collateral, any and all Liens granted by any Obligor in favor of the Senior Agent shall in all respects be first and senior Liens, superior to any Liens in favor of Subordinated Creditors regardless of the time, manner or order of perfection of any such liens and security interests. Without limiting any other rights and remedies available to the Senior Agent, Subordinated Creditors agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted to them shall be held and paid over to Senior Agent in accordance with Sections 2.3, 2.5 and 5 or any other provision of this Agreement. Each Subordinated Creditor agrees that it will not directly or indirectly, as a member of a creditors’ committee in a Proceeding or otherwise, at any time initiate, prosecute, participate in any action, objection or other proceeding to challenge or otherwise contest the CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Senior Agent and Senior Creditors in the Collateral securing the Senior Debt; provided that, for the avoidance of doubt, such Subordinated Creditor’s status as a member of a creditors’ committee shall not be deemed to be a violation of the foregoing restriction for so long as such Subordinated Creditor does not initiate, prosecute, and participate in (and abstains from) any action, objection or other proceeding to challenge or otherwise contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Senior Agent and Senior Lenders Creditors in the Collateral securing the Senior Debt. Each Senior Creditor agrees that, except as may otherwise be contemplated under or consistent with this Agreement, it will not at any time initiate, prosecute or participate in any claim, action, objection or other proceeding challenging the enforceability or validity of the Subordinated Debt or the Subordinated Debt Documents. In the event that Senior Lenders release or agree to release any of their Subordinated Creditor obtains any liens or security interests in the Collateral in connection with the sale or other disposition thereof or any on account of the Collateral is soldSubordinated Debt, disposed of or retained pursuant to a foreclosure or similar action, such Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, ) promptly execute and deliver to Senior Agent such termination statements and releases as Senior Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such Collateral. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably (i) appoints Senior Agent its attorney-in-fact, with full power of substitution and with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section 2.62.8 and (ii) authorizes the Senior Agent to file any Uniform Commercial Code termination statement, release or amendment required to be delivered pursuant to this Section 2.8, provided that the Senior Agent shall have no obligation to file any such Uniform Commercial Code termination statement, release or amendment.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid in Full, any liens and security interests of Subordinated Creditor in the Collateral which may exist in breach of Subordinated Creditor’s agreement pursuant to Section 5.1(f) (or any other section) of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Senior Lenders release or agree to release Subordinated Creditor obtains any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of Subordinated Creditor in such Collateral. In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid paid in Fullfull in cash and all amounts due on or in respect of Obligations under the Senior Debt Documents have terminated, any liens and security interests of the Subordinated Creditor Creditors in the Collateral (including any which may exist in breach of the Subordinated Creditors’ agreement pursuant to subsection 3.2(f) or Section 4 of this Agreement) shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent the Trustee and Senior Lenders the Noteholders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interestsinterests and regardless of how acquired, whether by judgment, grant, possession, statute, operation of law or otherwise. The Subordinated Creditor agrees Creditors agree that it they will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent the Trustee and Senior Lenders the Noteholders in the Collateral securing the Senior Debt. Holders of Senior Debt agree that they will not at any time contest the validity, perfection, priority or enforceability of the Subordinated Debt, the Subordinated Debt Documents, or the liens and security interests of the Subordinated Trustee and the Subordinated Creditors. In the event that Senior Lenders release or agree to the Trustee and the Noteholders release any of their liens or security interests in the Collateral in connection with Collateral, then the sale or other disposition thereof or any liens, if any, of the Subordinated Creditors on such Collateral is sold, disposed of or retained pursuant to a foreclosure or similar action, shall be automatically and unconditionally released and the Subordinated Creditor Creditors shall (or shall cause its their agent to), upon Agent’s request, ) promptly execute and deliver to Agent the Trustee such termination statements and releases as Agent the Trustee shall reasonably request to effect the termination or release of the liens and security interests of the Subordinated Creditor Creditors in such Collateral. In furtherance of the foregoing, the Subordinated Creditor Creditors hereby irrevocably appoints Agent its appoint the Trustee their attorney-in-fact, with full authority in the place and stead of the Subordinated Creditor Creditors and in the name of the Subordinated Creditor Creditors or otherwise, to execute and deliver any document or instrument which the Subordinated Creditor Creditors may be required to deliver pursuant to this Section 2.6subsection 2.6 and which the Subordinated Creditors do not deliver to the Trustee within a reasonable period of time following written request therefor. The Trustee and the Noteholders shall have the exclusive right to enforce rights, exercise remedies and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of any Subordinated Creditor or agent thereof. In exercising rights and remedies with respect to the Collateral, the Trustee and the Noteholders may enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur reasonable expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Each Subordinated Creditor agrees that, it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy with respect to any Collateral prior to the payment in full in cash of all Senior Debt. The Trustee, the Noteholders and the Subordinated Creditors agree not to take any action or vote in a manner inconsistent with this Agreement.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior First Lien Debt has been Paid indefeasibly paid in Fullfull in cash and all lending commitments under the First Lien Documents have terminated, any all liens and security interests of Subordinated Creditor Second Lien Creditors in the Second Lien Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders the First Lien Lender in the First Lien Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Each Second Lien Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior First Lien Debt, the Senior Debt First Lien Documents, or the liens and security interests of Agent and Senior Lenders the First Lien Lender in the First Lien Collateral securing the Senior First Lien Debt. In the event that Senior Lenders release the First Lien Lender releases or agree agrees to release any of their its liens or security interests in the First Lien Collateral in connection with the sale or other disposition thereof or any of the First Lien Collateral is sold, disposed of sold or retained pursuant to a foreclosure or similar action, Subordinated each Second Lien Creditor shall (or shall cause its agent to), upon Agent’s request, agent) to promptly execute and deliver to Agent the First Lien Lender such termination statements and releases as Agent the First Lien Lender shall reasonably request to effect the termination or release of the liens and security interests of Subordinated such Second Lien Creditor in such Collateral. In furtherance of the foregoing, Subordinated each Second Lien Creditor hereby irrevocably appoints Agent the First Lien Lender as its attorney-in-fact, with full authority in the place and stead of Subordinated such Second Lien Creditor and in the name of Subordinated such Second Lien Creditor or otherwise, to execute and deliver any document or instrument which Subordinated such Second Lien Creditor may be required to deliver pursuant to this Section 2.6subsection 2.1.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid in Full, any liens and security interests of any Subordinated Creditor in the Collateral which may exist in breach of the Subordinated Creditors’ agreement pursuant to subsection 3.2(f) or subsection 4.1 of this Agreement shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Each Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Senior Lenders release or agree to release any of their Subordinated Creditor obtains any liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is soldCollateral, disposed of or retained pursuant to a foreclosure or similar action, such Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such Collateral. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section subsection 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. (a) Until the Senior Debt has been Paid paid in Fullfull in cash and all lending commitments under the Senior Debt Documents have terminated, notwithstanding any provision of the UCC, applicable law or the Term Debt Documents to the contrary, the liens and security interests of Subordinated Creditor in the Collateral granted by the Borrowers in favor of the Term Agent for the benefit of the Term Creditors shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent Senior Agents and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor Term Agent agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Senior Collateral Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Senior Collateral Agent or Senior Lenders release or agree to release any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor Term Agent shall (or shall cause its agent to), upon Agent’s request, promptly execute and deliver to Senior Collateral Agent such termination statements and releases as Senior Collateral Agent shall reasonably request to effect the termination or release of the liens and security interests of Subordinated Creditor Term Agent in such Collateral. In furtherance of the foregoing, Subordinated Creditor Term Agent hereby irrevocably appoints Senior Collateral Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor Term Agent and in the name of Subordinated Creditor Term Agent or otherwise, to execute and deliver any document or instrument which Subordinated Creditor Term Agent may be required to deliver pursuant to this Section 2.62.6(a).

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid in Full, any In Full all liens and security interests of Subordinated Creditor in any of the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of First Lien Collateral Agent and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of First Lien Collateral Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that First Lien Collateral Agent or Senior Lenders release or agree to release any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral or any of the Collateral is sold, disposed of of, or retained pursuant to a foreclosure or similar action, or any other sale or disposition that is permitted by the Subordinated Debt Documents, Subordinated Creditor shall promptly deliver (or shall cause its agent to), upon Agent’s request, promptly and execute and deliver as appropriate) to First Lien Collateral Agent such termination statements and releases as First Lien Collateral Agent shall reasonably request to effect the termination or release of the any liens and security interests of Subordinated Creditor in such Collateral; provided that the liens of Subordinated Creditor shall attach to the proceeds of such sale (subject to the terms of this Agreement) and such proceeds shall be applied to permanently repay the Senior Debt in accordance with the terms of the Senior Debt Documents. In addition, in the event and solely to the extent that the First Lien Collateral Agent releases its mortgage securing the Senior Debt provided under the Mortgage, Assignment and Leases of Rents and Security Agreement dated as of the date hereof among DDH Land Holdings, LLC and DDH Loan Holdings II, LLC, as mortgagors, and First Lien Collateral Agent, as mortgagee (together with any mortgage that replaces such Mortgage), pursuant to Section 6 of such Mortgage (or any substantially similar successor provision thereof), then Subordinated Creditor shall release its mortgage securing the Subordinated Debt provided under the Mortgage, Assignment and Leases of Rents and Security Agreement dated as of the date hereof among DDH Land Holdings, LLC and DDH Loan Holdings II, LLC, as mortgagors, and Subordinated Creditor, as mortgagee (or any mortgage that replaces such Mortgage), pursuant to Section 6 of such Mortgage (or any substantially similar successor provision thereof). In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints First Lien Collateral Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to deliver (and execute and deliver as appropriate) any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6 in the event that Subordinated Creditor fails to timely deliver such document or instrument under this this Section 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid paid in Fullfull in cash (or other consideration acceptable to Agent in its sole discretion), any all liens and security interests of the Subordinated Creditor Creditors in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interestsinterests and whether such liens and security interests of Agent are set aside, avoided or unperfected. Each Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Agent or Senior Lenders release or agree to release any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of or retained pursuant to a foreclosure or similar action, each Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, ) promptly deliver (and execute and deliver as appropriate) to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such CollateralCollateral so long as (A) the net proceeds of such sale, disposition, foreclosure or similar action are applied to the permanent payment of the Senior Debt, (B) any proceeds from such sale or other disposition received by the Agent in excess of the Senior Debt Limit shall be promptly delivered to the Subordinated Creditors (subject to any prior rights of third parties) and (C) such release by the Subordinated Creditors shall not extend to the proceeds from such sale or other disposition. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to deliver (and execute and deliver as appropriate) any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section subsection 2.6.

Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all lending commitments under the Senior Debt Documents have been terminated, any all liens and security interests of Subordinated Creditor Creditors in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Each Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Agent or Senior Lenders release or agree to release any of their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold, disposed of sold or retained pursuant to a foreclosure or similar action, each Subordinated Creditor shall (or shall cause its agent to), upon Agent’s request, agent) promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such Collateral. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to execute and deliver any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section subsection 2.6.