Common use of Subordination of Obligations Clause in Contracts

Subordination of Obligations. The Lender irrevocably agrees that the obligations of the Borrower under this Note with respect to the payment of principal and interest are and shall be fully and irrevocably subordinated in right of payment and subject to the prior payment or provision for payment in full of all Senior Indebtedness (as defined below), that such obligations may only be satisfied to the extent of cash or other assets of the Borrower then available for such purpose after giving effect to all required payments in respect of Senior Indebtedness, and that such obligations shall not constitute a claim against the Borrower at any time that, and for so long as, cash or such other assets available therefor are insufficient. “Senior Indebtedness” means the principal of and interest, including post-default interest, on any indebtedness of or guaranteed by the Borrower, if any, whether outstanding or guaranteed on the date hereof or thereafter created, incurred, assumed or guaranteed for money borrowed or for the deferred purchase price of property purchased by any person; provided, however, that Senior Indebtedness shall not include any obligation of or guarantee by the Borrower, whether outstanding or guaranteed on the date hereof of thereafter created, incurred, assumed or guaranteed that by agreement, operation of law or by its terms is subordinated in right of payment to this Note; provided, further, that the Borrower, as a bankruptcy remote special purpose entity, is not expected to incur or guarantee any indebtedness. In the event of the appointment of a receiver or trustee of the Borrower or in the event of its insolvency, bankruptcy, assignment for the benefit of creditors or reorganization, whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower, the Lender shall not be entitled to participate or share, ratably or otherwise, in the distribution of the assets of the Borrower until all claims of all other present and future creditors of the Borrower, whose claims are senior hereto, have been fully satisfied, or provisions have been made therefor.

Subordination of Obligations. The Lender irrevocably agrees that the obligations of the Borrower under this Note with respect to the payment of principal and interest are and shall be fully and irrevocably subordinated subordinate in right of payment and subject to the prior payment or provision for payment in full of all Senior Indebtedness (as defined below)Indebtedness, that such obligations may only be satisfied to the extent of cash or other assets of the Borrower then available for such purpose after giving effect to all required payments in respect of Senior Indebtedness, and that such obligations shall not constitute a claim against the Borrower at any time that, and for so long as, cash or such other assets available therefor are insufficient. “"Senior Indebtedness” " means the principal of and interest, including post-default interest, on any indebtedness of or guaranteed by the Borrower, if any, whether outstanding or guaranteed on the date hereof or thereafter created, incurred, assumed or guaranteed for money borrowed or for the deferred purchase price of property purchased by any personperson including, for this purpose, all obligations of the Borrower under capitalized leases or purchase money mortgages, and, in each such case, all renewals, extensions and refundings thereof including, without limitation, all obligations of the Borrower arising under or in respect of the Pooling and Servicing Agreement; provided, however, that Senior Indebtedness shall not include any obligation of or guarantee by the Borrower, whether outstanding or guaranteed on the date hereof of thereafter created, incurred, assumed or guaranteed that by agreement, operation of law or by its terms is subordinated subordinate in right of payment to this Note; provided, further, that the Borrower, as a bankruptcy remote special purpose entity, is not expected to incur or guarantee any indebtedness. In the event of the appointment of a receiver or trustee of the Borrower or in the event of its insolvency, bankruptcy, assignment for the benefit of creditors or reorganization, whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower, the Lender shall not be entitled to participate or share, ratably or otherwise, in the distribution of the assets of the Borrower until all claims of all other present and future creditors of the Borrower, whose claims are senior hereto, have been fully satisfied, or provisions have been made therefor.

Subordination of Obligations. The Lender irrevocably agrees agrees, notwithstanding anything in this agreement to the contrary, that the obligations of the Borrower Broker/Dealer under this Note with respect agreement and the rights of the Lender under this agreement, including but not limited to the payment right of principal the Lender to withdraw the Note and interest the Collateral (as that term is herein after defined) pursuant to paragraph 12 or to the return or reduction of the same pursuant to paragraph 11 and the right of the Lender to receive payments under paragraph 1(b), are and shall be fully and irrevocably subordinated in right of payment subordinate and subject to the prior payment or provision for payment in full of all Senior Indebtedness claims of all present and future creditors of the Broker/Dealer whose claims are not similarly subordinated (as defined below), that claims hereunder shall rank pari passu with claims similarly subordinated) and to claims which are now or hereafter expressly stated in the instruments creating such obligations may only claims to be satisfied senior to claims of the class of this claim arising out of any matter occurring prior to the extent of cash date on which the Broker/Dealer's obligation to permit such withdrawal or other assets of to make such return, reduction or payment matures consistent with the Borrower then available for such purpose after giving effect to all required payments in respect of Senior Indebtedness, and that such obligations shall not constitute a claim against the Borrower at any time that, and for so long as, cash or such other assets available therefor are insufficient. “Senior Indebtedness” means the principal of and interest, including post-default interest, on any indebtedness of or guaranteed by the Borrower, if any, whether outstanding or guaranteed on the date hereof or thereafter created, incurred, assumed or guaranteed for money borrowed or for the deferred purchase price of property purchased by any person; provided, however, that Senior Indebtedness shall not include any obligation of or guarantee by the Borrower, whether outstanding or guaranteed on the date hereof of thereafter created, incurred, assumed or guaranteed that by agreement, operation of law or by its terms is subordinated in right of payment to this Note; provided, further, that the Borrower, as a bankruptcy remote special purpose entity, is not expected to incur or guarantee any indebtednessprovisions hereof. In the event of the appointment of a receiver or trustee of the Borrower Broker/Dealer or in the event of its insolvency, liquidation pursuant to the Securities Investor Protection Act of 1970 ("SIPA") or otherwise, its bankruptcy, assignment for the benefit of creditors or reorganizationcreditors, reorganization whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the BorrowerBroker/Dealer, the Lender shall not be entitled to participate or share, ratably or otherwise, in the distribution of the assets of the Borrower Broker/Dealer until all claims of all other present and future creditors of the BorrowerBroker/Dealer, whose claims are senior hereto, have been fully satisfied, satisfied or provisions have adequate provision has been made therefor.

Subordination of Obligations. The Lender irrevocably agrees that the obligations of the Borrower under this Note with respect to the payment of principal and interest are and shall be fully and irrevocably subordinated subordinate in right of payment and subject to the prior payment or provision for payment in full of all Senior Indebtedness (as defined below)Indebtedness, that such obligations may only be satisfied to the extent of cash or other assets of the Borrower then available for such purpose after giving effect to all required payments in respect of Senior Indebtedness, and that such obligations shall not constitute a claim against the Borrower at any time that, and for so long as, cash or such other assets available therefor are insufficient. “"Senior Indebtedness” " means the principal of and interest, including post-default interest, on any indebtedness of or guaranteed by the Borrower, if any, whether outstanding or guaranteed on the date hereof or thereafter created, incurred, assumed or guaranteed for money borrowed or for the deferred purchase price of property purchased by any personperson including, for this purpose, all obligations of the Borrower under or in respect of the Sale and Servicing Agreement and the Base Indenture specified therein; provided, however, that Senior Indebtedness shall not include any obligation of or guarantee by the Borrower, whether outstanding or guaranteed on the date hereof of or thereafter created, incurred, assumed or guaranteed that by agreement, operation of law or by its terms is subordinated subordinate in right of payment to this Note; provided, further, that the Borrower, as a bankruptcy remote special purpose entity, is not expected to incur or guarantee any indebtedness. In the event of the appointment of a receiver or trustee of the Borrower or in the event of its insolvency, bankruptcy, assignment for the benefit of creditors or reorganization, whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower, the Lender shall not be entitled to participate or share, ratably or otherwise, in the distribution of the assets of the Borrower until all claims of all other present and future creditors of the Borrower, whose claims are senior hereto, have been fully satisfied, or provisions have been made therefor.

Subordination of Obligations. The Lender irrevocably agrees that the obligations of the Borrower under this Note with respect to the payment of principal and interest are and shall be fully and irrevocably subordinated subordinate in right of payment and subject to the prior payment or provision for payment in full of all Senior Indebtedness (as defined below)Indebtedness, that such obligations may only be satisfied to the extent of cash or other assets of the Borrower then than available for such purpose after giving effect to all required payments in respect of Senior Indebtedness, and that such obligations shall not constitute a claim against the Borrower at any time that, and for so long as, cash or such other assets available therefor are insufficient. “"Senior Indebtedness” " means the principal of and interest, including post-default interest, on any indebtedness of or guaranteed by the Borrower, if any, whether outstanding or guaranteed on the date hereof or thereafter created, incurred, assumed or guaranteed for money borrowed or for the deferred purchase price of property purchased by any personperson including, for this purpose, all obligations of the Borrower under capitalized leases or purchase money mortgages, and, in each such case, all renewals, extensions and refundings thereof, including but not limited to all obligations of the Borrower arising under or in respect of the Pooling and Servicing Agreement and the Revolving Note; provided, however, that Senior Indebtedness shall not include any obligation of or guarantee by the Borrower, whether outstanding or guaranteed on the date hereof of or thereafter created, incurred, assumed or guaranteed that by agreement, operation of law or by its terms is subordinated subordinate in right of payment to this Note; provided, further, that the Borrower, as a bankruptcy remote special purpose entity, is not expected to incur or guarantee any indebtedness. In the event of the appointment of a receiver or trustee of the Borrower or in the event of its insolvency, bankruptcy, assignment for the benefit of creditors or reorganization, whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower, the Lender shall not be entitled to participate or share, ratably or otherwise, in the distribution of the assets of the Borrower until all claims of all other present and future creditors of the Borrower, whose claims are senior hereto, have been fully satisfied, or provisions have been made therefor.

Subordination of Obligations. The Lender irrevocably agrees that the obligations of the Borrower under this Note with respect to the payment of principal and interest are and shall be fully and irrevocably subordinated subordinate in right of payment and subject to the prior payment or provision for payment in full of all Senior Indebtedness (as defined below)Indebtedness, that such obligations may only be satisfied to the extent of cash or other assets of the Borrower then available for such purpose after giving effect to all required payments in respect of Senior Indebtedness, and that such obligations shall not constitute a claim against the Borrower at any time that, and for so long as, cash or such other assets available therefor are insufficient. “"Senior Indebtedness” " means the principal of and interest, including post-default interest, on any indebtedness of or guaranteed by the Borrower, if any, whether outstanding or guaranteed on the date hereof or thereafter created, incurred, assumed or guaranteed for money borrowed or for the deferred purchase price of property purchased by any personperson including, for this purpose, all obligations of the Borrower under capitalized leases or purchase money mortgages, and, in each such case, all renewals, extensions and refundings thereof including, without limitation, all obligations of the Borrower arising under or in respect of the Pooling and Servicing Agreement; provided, however, that Senior Indebtedness shall not include any obligation of or guarantee by the Borrower, whether outstanding or guaranteed on the date hereof of or thereafter created, incurred, assumed or guaranteed that by agreement, operation of law or by its terms is subordinated subordinate in right of payment to this Note; provided, furtherincluding, that but not limited to, the Borrower, as a bankruptcy remote special purpose entity, is not expected to incur or guarantee any indebtednessSubordinated Capital Note. In the event of the appointment of a receiver or trustee of the Borrower or in the event of its insolvency, bankruptcy, assignment for the benefit of creditors or reorganization, whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the Borrower, the Lender shall not be entitled to participate or share, ratably or otherwise, in the distribution of the assets of the Borrower until all claims of all other present and future creditors of the Borrower, whose claims are senior hereto, have been fully satisfied, or provisions have been made therefor.