Common use of Subordination of Liens Clause in Contracts

Subordination of Liens. The Sponsor hereby subordinates the lien and priority of the Sponsor’s existing and future liens and other interests, if any, in and to the Collateral to the Servicer’s existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the event that the liens of the Servicer are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any third party with respect to the Collateral (including, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right to payment and satisfaction of first, the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers may take or fail to take in respect of the Collateral, except as otherwise provided above in this Section 10.11.

Subordination of Liens. The Sponsor hereby subordinates the lien and priority of the Sponsor’s existing and future liens and other interests, if any, in and to the Collateral to the Servicer’s existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the event that the liens of the Servicer are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any third party with respect to the Collateral (including, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right to payment and satisfaction of first, the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 10.12 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers may take or fail to take in respect of the Collateral, except as otherwise provided above in this Section 10.11subsection.

Subordination of Liens. The Sponsor hereby subordinates the lien and priority of the Sponsor’s existing and future liens and other interests, if any, in and to the Collateral to the Servicer’s existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the event that the liens of the Servicer are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any third party with respect to the Collateral (including, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right to payment and satisfaction of first, the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers may take or fail to take in respect of the Collateral, except as otherwise provided above in this Section 10.11subsection.

Subordination of Liens. The Sponsor hereby subordinates the lien and priority of the Sponsor’s 's existing and future liens and other interests, if any, in and to the Collateral to the Servicer’s 's existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the event that the liens of the Servicer are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any third party with respect to the Collateral (including, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s 's agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right to payment and satisfaction of first, the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers Sponsors may take or fail to take in respect of the Collateral, except as otherwise provided above in this Section 10.11subsection.

Subordination of Liens. (a) The Sponsor hereby subordinates Holders agree at all times, whether before, after or during the lien pendency of any proceeding under Bankruptcy Law and priority notwithstanding the priorities which would ordinarily result from the order of granting or perfection of any Liens, that any Liens which the Lender may at any time have in or with respect to any of the Sponsor’s existing Security shall constitute first priority Liens in such Security to secure the payment and future liens performance of the New Credit Facility and shall be superior to any Lien or other interests, if any, interest at any time held by the Trustee in and the Security arising pursuant to the Collateral to the Servicer’s existing and future interest in the Collateral under the Loan Documents notwithstanding the time Granting Clause of attachment this Indenture, by operation of the interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the event that the liens of the Servicer are ; and any Lien or other interests at any time unperfected with respect held by the Trustee in any of the Security shall be subordinate and junior in priority to any Liens at any time held by the Lender therein. For as long as all or all any portion of the CollateralIndebtedness under the New Credit Facility remains outstanding, unpaid or unsatisfied and the commitment of the Lender thereunder has not been terminated, the lack Trustee and each Holder agrees to refrain from taking any action to foreclose upon, take possession of, liquidate or otherwise proceed against the Security. (b) For purposes of perfection the priorities set forth in Section 10.10(a), any claim of right of setoff by the Servicer Trustee shall be treated in all respects as a Lien and no claim to any such Collateral right of setoff by the Trustee shall not affect be asserted to defeat or diminish the validity, enforceability rights or priority of any lien on the Collateral priorities provided for herein in favor of the Sponsor. Lender. (c) In no event shall the Trustee institute, encourage, or join as a party in the institution of, or assist in the prosecution of, any such eventaction, suit or proceeding seeking a determination that the liens Lien of the Sponsor Lender is invalid, unperfected or unavoidable, or is or should be subordinated to the interests of any other person. (d) If at any time the Lender shall have priority over subordinate, in whole or in part, its Lien upon any and all other Liens of the Collateral to or in favor of any third party with respect to the Collateral (includingother Person, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right the Lender's Lien in the Security vis-a-vis the Trustee shall not be affected thereby and the Lender's Lien shall continue to payment and satisfaction of first, be superior to the Loan Indebtedness of such Borrower and then, Trustee's Lien or Liens in the Subordinated Debt with respect to such Borrower. The lien priorities Security as provided in this Section 10.11 shall not be altered or 10.10. (e) Except as otherwise affected permitted by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness this Indenture or the Subordinated DebtNotes, nor by if the Trustee shall receive any proceeds from any sale, liquidation, casualty or other disposition of any of the Security, whether in connection with the initiation of any action or inaction which either by the Servicer Lender or the Borrowers may take Trustee to enforce or fail foreclose upon its Lien or otherwise, the Trustee shall be obligated to take hold such proceeds in respect of trust and promptly turn over such proceeds, less their costs and expenses incurred in connection with any such action, to the Collateral, except as otherwise provided above Lender for application to the New Credit Facility until the New Credit Facility is paid in this Section 10.11full and any commitments by the Lender under the New Credit Facility have been terminated or expired.

Subordination of Liens. The Sponsor hereby subordinates the lien and priority of the Sponsor’s 's existing and future liens and other interests, if any, in and to the Collateral to the Servicer’s 's existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the event that the liens of the Servicer are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any third party with respect to the Collateral (including, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s 's agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right to payment and satisfaction of first, the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers may take or fail to take in respect of the Collateral, except as otherwise provided above in this Section 10.11subsection.

Subordination of Liens. The Sponsor hereby subordinates During the lien and priority of period beginning from the Sponsor’s existing and future Effective Date until the date on which all 2024 Debt has been Paid in Full (the “Subordination Period”), all liens and other interests, if any, in and to the Collateral to the Servicer’s existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the security interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the event that the liens of the Servicer are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any third party with respect to the Collateral (including– Barrels held by Aegis, but not limited to any trustee under LDI, Bigger and/or District 2, whether now existing or hereafter acquired ARE HEREBY UNCONDITIONALLY SUBORDINATED AND MADE UNCONDITIONALLY SUBORDINATE AND JUNIOR IN RIGHT OF PRIORITY AND RANK TO AND SUBORDINATE TO the Bankruptcy Code) liens and security interests now held or hereafter acquired by the Sponsor shall be2024 Note Creditors, and is hereby constitutedeach of them, as in the Servicer’s agent Collateral – Barrels pursuant to the 2024 Security Agreement. The priorities provided for in this Section 34 shall apply: (i) without regard to the time or order of attachment, perfection, filing or recording of any Lien, or document granting, evidencing, giving notice of or perfecting any Lien, to secure the obligations of Obligor or the failure to give notice of the existence, holding or acquisition or expected acquisition of any such Lien; (ii) notwithstanding anything to the contrary in the provisions of the United States Bankruptcy Code or the Uniform Commercial Code in any relevant state of the United States or the laws of State of Nevada or any other relevant state, which relate to the priority of security interests, deeds of trust, mortgages and bailee for purposes any other Lien; (iii) notwithstanding the lapse of perfection of the Liens any Lien of the Servicer 2024 Note Creditors or the failure of the 2024 Note Creditors to perfect any Lien. Each of Aegis, Bigger and District 2 also agrees to execute any other documents or financing statements reasonably required by the 2024 Note Creditors to effectuate, confirm or to give public notice of the terms and provisions of this Agreement. Each of Aegis, Bigger and District 2 agrees and acknowledges that during the Subordination Period, in the Collateral such that the Lien in favor event it takes any action to realize on all or any portion of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and Collateral – Barrels or otherwise becomes recipient to the proceeds of any disposition of assets included in Collateral – Barrels while the Collateral of any Borrower Subordination Period is in force, all proceeds therefrom shall be received in trust for the benefit of the 2024 Note Creditors and are in all respects subject shall be paid over upon demand to the priority of right 2024 Note Creditors in the same form as so received (with all necessary endorsements) to be applied to the payment and satisfaction of first, the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers may take or fail to take in respect of the Collateral, except as otherwise provided above 2024 Debt ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in this Section 10.11Full.

Subordination of Liens. The Sponsor hereby subordinates the lien Secured Parties' rights and priority of the Sponsor’s existing and future liens and other interests, if any, in and to the Collateral to the Servicer’s existing and future security interest in the Collateral are hereby (and shall automatically be) subordinated to all other Liens, security interests, mortgages, claims and rights of any kind that may be granted from time to time after the date hereof to secure obligations arising after the date hereof, including Liens and security interests securing the repayment of the principal of and accrued interest on, and other obligations with respect to, indebtedness for money borrowed (other than indebtedness for money borrowed under the Loan Documents notwithstanding Indenture dated as of December 28, 1998 and the time Indenture dated as of attachment December 1, 1999, each between the Company and State Street Bank and Trust Company of California, N.A. (the "Indentures") and any refinancings of the interests Indentures). Each Secured Party hereby agrees to enter into any subordination or inter-creditor agreement reasonably requested by the Company or any other lender to or creditor of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwiseCompany, in the event that the liens of the Servicer are at any time unperfected with respect customary form for comparable transactions by such lender or creditor to any evidence or all of the Collateral, the lack of perfection by the Servicer as to any confirm such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any third party Lien subordination with respect to the Collateral (including, but not limited and with respect to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s agent and bailee for purposes of perfection exercise of the Liens Secured Parties' rights hereunder; provided, however, that such subordination agreement or inter-creditor agreement shall relate only to the Lien of the Servicer Secured Parties and shall in no way limit or restrict the rights of the Secured Parties pursuant to the Notes. Furthermore, the foregoing shall in no way limit or prejudice any rights that the Secured Parties may have pursuant to the terms of the Notes or the Securities Purchase Agreement. Notwithstanding the foregoing, the Secured Parties' rights and security interest in the Collateral such that shall not be subordinated to (i) the Lien in favor Indentures or any refinancing of the Sponsor shall be held by Indentures or (ii) any indebtedness if, at the Sponsor for time such indebtedness is first incurred (or, in the benefit case of indebtedness that refinances or refunds other indebtedness, at the Servicer and time such refinanced or refunded indebtedness was first incurred), after giving effect to the proceeds incurrence of any disposition such indebtedness, the total book value of the Collateral securing the Secured Obligations pursuant to this Agreement, less the total aggregate principal amount of any Borrower shall be and are in all respects subject to secured indebtedness of the priority of right to payment and satisfaction of first, Company for money borrowed (excluding the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected Secured Obligations) which is secured by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers may take or fail to take in respect of the Collateral, except as otherwise provided above in this Section 10.11each case determined in accordance with generally accepted accounting principles, would exceed the then-outstanding principal amount of the Notes.

Subordination of Liens. The Sponsor hereby subordinates (a) Any and all Liens now existing or hereafter created or arising in favor of any Subordinated Creditor securing the lien Subordinated Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and priority effect to any and all Liens now existing or hereafter created or arising in favor of the Sponsor’s existing and future liens and other interestsSenior Creditors securing the Senior Obligations, if any, in and to the Collateral to the Servicer’s existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the interests of the Sponsor or the Servicer or the time the Loan Indebtedness or the Subordinated Debt is incurred. Notwithstanding (i) anything to the contrary contained in this Agreementany agreement or filing to which any Subordinated Creditor may now or hereafter be a party, under and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or otherwise, in any Senior Document or Subordinated Document or any other circumstance whatsoever and (iii) the event fact that the liens of the Servicer are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any lien on the Collateral in favor of the Sponsor. In any such event, the liens of the Sponsor shall have priority over any and all other Liens in favor of any Senior Creditor securing any of the Senior Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No Senior Creditor or Subordinated Creditor shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. No Subordinated Creditor shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Senior Collateral granted to the Senior Agent. No Senior Creditor shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Subordinated Collateral granted to the Subordinated Creditor. Notwithstanding any failure by any Senior Creditor or Subordinated Creditor to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the Senior Creditors or the Subordinated Creditors, the priority and rights as between the Senior Creditors and the Subordinated Creditors with respect to the Common Collateral (including, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right to payment and satisfaction of first, the Loan Indebtedness of such Borrower and then, the Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the applicable Loan Indebtedness or the Subordinated Debt, nor by any action or inaction which either the Servicer or the Borrowers may take or fail to take in respect of the Collateral, except as otherwise provided above in this Section 10.11set forth herein.