Common use of Subordination of Rights Clause in Contracts

Subordination of Rights. 7.1 The Asset Monitor hereby agrees that it shall not take any steps for the purpose of recovering any amounts payable to it under or pursuant to this Agreement (including, without limitation, by exercising any rights of set-off) or procuring the winding up, administration or liquidation of the Guarantor LP in respect of any of its liabilities whatsoever unless a Guarantor LP Acceleration Notice shall have been served. 7.2 The Asset Monitor agrees to be bound by the terms of the Priorities of Payment set out in Article 6 (Priorities of Payments) of the Guarantor LP Agreement and in the Security Agreement. Without prejudice to Section 7.1 above, the Asset Monitor further agrees that, notwithstanding any other provision contained herein, it will not demand or receive payment of, or any distribution in respect of or on account of, any amounts payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under the Asset Monitor Agreement, in cash or in kind, and will not apply any money or assets in discharge of any such amounts payable to it (whether by set off or by any other method), unless all amounts then due and payable by the Guarantor LP to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.3 Without prejudice to Section 7.2 above, whether in the liquidation of the Guarantor LP or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by the Asset Monitor in respect of any amount payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under this Agreement at a time when, by virtue of the provisions of this Agreement, the Guarantor LP Agreement and the Security Agreement, no payment or distribution should have been made, the amount so received shall be held by the Asset Monitor upon trust for the entity from which such payment was received and shall be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution shall be deemed not to have been made or received). 7.4 Without prejudice to Section 7.1 above, the Asset Monitor shall not claim, rank, prove or vote as a creditor of the Guarantor LP or its estate in competition with any prior ranking creditors in the relevant Priorities of Payments, or claim a right of set-off until all amounts then due and payable to creditors who rank higher in the relevant Priorities of Payments have been paid in full. 7.5 Neither the Guarantor LP nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to the Asset Monitor under this Agreement (in cash or in kind) unless and until all amounts then due and payable by the Guarantor LP or the Bond Trustee to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.6 The perpetuity period for the trusts in this Section 7 shall be 80 years.

Subordination of Rights. 7.1 The Asset Monitor hereby agrees that it shall not take any steps for the purpose of recovering any amounts payable to it under or pursuant to this Agreement (including, without limitation, including by exercising any rights of set-off) or or, subject to Article 17, procuring the winding up, administration or liquidation of the Guarantor LP Guarantor, the Managing GP or the Liquidation GP in respect of any of its liabilities whatsoever under or pursuant to this Agreement, the Trust Deed or the Security Agreement unless a Guarantor LP Acceleration Notice shall have been served. 7.2 The Asset Monitor agrees to be bound by the terms of the Priorities of Payment set out in Article 6 (Priorities of Payments) of the Guarantor LP Agreement and in the Security Agreement. Without prejudice to Section 7.1 above, the Asset Monitor further agrees that, notwithstanding any other provision contained herein, it will not demand or receive payment of, or any distribution in respect of or on account of, any amounts payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under the Asset Monitor Agreement, in cash or in kind, and will not apply any money or assets in discharge of any such amounts payable to it (whether by set set-off or by any other method), unless all amounts then due and payable by the Guarantor LP to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.3 Without prejudice to Section 7.2 above, whether in the liquidation of the Guarantor LP or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by the Asset Monitor in respect of any amount payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under this Agreement at a time when, by virtue of the provisions of this Agreement, the Guarantor LP Agreement and the Security Agreement, no payment or distribution should have been made, the amount so received shall be held by the Asset Monitor upon trust for the entity from which such payment was received and shall be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution shall be deemed not to have been made or received). 7.4 Without prejudice to Section 7.1 above, the Asset Monitor shall not not, in relation to any amounts owing pursuant to this Agreement, the Trust Deed or the Security Agreement, claim, rank, prove or vote as a creditor of the Guarantor LP Guarantor, the Managing GP or its estate the Liquidation GP or their respective estates in competition with any prior ranking creditors in the relevant Priorities of Payments, or claim a right of set-off until all amounts then due and payable to creditors who rank higher in the relevant Priorities of Payments have been paid in full. 7.5 Neither the Guarantor LP nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to the Asset Monitor under this Agreement (in cash or in kind) unless and until all amounts then due and payable by the Guarantor LP or the Bond Trustee to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.6 The perpetuity period for the trusts in this Section Article 7 shall be 80 years.

Subordination of Rights. 7.1 The Asset Monitor Custodian hereby agrees that it shall not take any steps for the purpose of recovering any amounts payable to it under or pursuant to this Agreement (including, without limitation, by exercising any rights of set-off) or procuring the winding up, administration or liquidation of the Guarantor LP in respect of any of its liabilities whatsoever unless a Guarantor LP Acceleration Notice shall have been served. 7.2 . The Asset Monitor Custodian agrees to be bound by the terms of the Priorities of Payment set out in Article 6 (Priorities of Payments) of the Guarantor LP Agreement and in the Security Agreement. Without prejudice to Section 7.1 the above, the Asset Monitor Custodian further agrees that, notwithstanding any other provision contained herein, it will not demand or receive payment of, or any distribution in respect of or on account of, any amounts payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, Issuer as applicable, to the Asset Monitor Custodian under the Asset Monitor Custodial Agreement, in cash or in kind, and will not apply any money or assets in discharge of any such amounts payable to it (whether by set off or by any other method), unless all amounts then due and payable by the Guarantor LP to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.3 . Without prejudice to Section 7.2 the above, whether in the liquidation of the Guarantor LP or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by the Asset Monitor Custodian in respect of any amount payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond TrusteeIssuer, as applicable, to the Asset Monitor Custodian under this Agreement at a time when, by virtue of the provisions of this Agreement, the Guarantor LP Agreement and the Security Agreement, no payment or distribution should have been made, the amount so received shall be held by the Asset Monitor Custodian upon trust for the entity from which such payment was received and shall be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution shall be deemed not to have been made or received). 7.4 . Without prejudice to Section 7.1 the above, the Asset Monitor Custodian shall not claim, rank, prove or vote as a creditor of the Guarantor LP or its estate in competition with any prior ranking creditors in the relevant Priorities of Payments, or claim a right of set-off until all amounts then due and payable to creditors who rank higher in the relevant Priorities of Payments have been paid in full. 7.5 . Neither the Guarantor LP nor the Bond Trustee Issuer, as applicable, shall pay or repay, or make any distribution in respect of, any amount owing to the Asset Monitor Custodian under this Agreement (in cash or in kind) unless and until all amounts then due and payable by the Guarantor LP or the Bond Trustee Issuer, as applicable, to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.6 . The perpetuity period for the trusts in this Section 7 8.2 shall be 80 years.

Subordination of Rights. 7.1 The Asset Monitor hereby agrees that it shall not take any steps for the purpose of recovering any amounts payable to it under or pursuant to this Agreement (including, without limitation, including by exercising any rights of set-off) or or, subject to Section 17, procuring the winding up, administration or liquidation of the Guarantor LP Guarantor, the Managing GP or the Liquidation GP in respect of any of its liabilities whatsoever under or pursuant to this Agreement, the Trust Deed or the Security Agreement unless a Guarantor LP Acceleration Notice shall have been served. 7.2 The Asset Monitor agrees to be bound by the terms of the Priorities of Payment set out in Article 6 (Priorities of Payments) of the Guarantor LP Agreement and in the Security Agreement. Without prejudice to Section 7.1 above, the Asset Monitor further agrees that, notwithstanding any other provision contained herein, it will not demand or receive payment of, or any distribution in respect of or on account of, any amounts payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under the Asset Monitor Agreement, in cash or in kind, and will not apply any money or assets in discharge of any such amounts payable to it (whether by set set-off or by any other method), unless all amounts then due and payable by the Guarantor LP to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.3 Without prejudice to Section 7.2 above, whether in the liquidation of the Guarantor LP or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by the Asset Monitor in respect of any amount payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under this Agreement at a time when, by virtue of the provisions of this Agreement, the Guarantor LP Agreement and the Security Agreement, no payment or distribution should have been made, the amount so received shall be held by the Asset Monitor upon trust for the entity from which such payment was received and shall be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution shall be deemed not to have been made or received). 7.4 Without prejudice to Section 7.1 above, the Asset Monitor shall not not, in relation to any amounts owing pursuant to this Agreement, the Trust Deed or the Security Agreement, claim, rank, prove or vote as a creditor of the Guarantor LP Guarantor, the Managing GP or its estate the Liquidation GP or their respective estates in competition with any prior ranking creditors in the relevant Priorities of Payments, or claim a right of set-off until all amounts then due and payable to creditors who rank higher in the relevant Priorities of Payments have been paid in full. 7.5 Neither the Guarantor LP nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to the Asset Monitor under this Agreement (in cash or in kind) unless and until all amounts then due and payable by the Guarantor LP or the Bond Trustee to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.6 The perpetuity period for the trusts in this Section 7 shall be 80 years.

Subordination of Rights. ‌ 7.1 The Asset Monitor hereby agrees that it shall not take any steps for the purpose of recovering any amounts payable to it under or pursuant to this Agreement (including, without limitation, including by exercising any rights of set-off) or or, subject to Section 17, procuring the winding up, administration or liquidation of the Guarantor LP Guarantor, the Managing GP or the Liquidation GP in respect of any of its liabilities whatsoever under or pursuant to this Agreement, the Trust Deed or the Security Agreement unless a Guarantor LP Acceleration Notice shall have been served.served.‌ 7.2 The Asset Monitor agrees to be bound by the terms of the Priorities of Payment set out in Article 6 (Priorities of Payments) of the Guarantor LP Agreement and in the Security Agreement. Without prejudice to Section 7.1 above, the Asset Monitor further agrees that, notwithstanding any other provision contained herein, it will not demand or receive payment of, or any distribution in respect of or on account of, any amounts payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under the Asset Monitor Agreement, in cash or in kind, and will not apply apply‌ any money or assets in discharge of any such amounts payable to it (whether by set off or by any other method), unless all amounts then due and payable by the Guarantor LP to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.3 Without prejudice to Section 7.2 above, whether in the liquidation of the Guarantor LP or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by the Asset Monitor in respect of any amount payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under this Agreement at a time when, by virtue of the provisions of this Agreement, the Guarantor LP Agreement and the Security Agreement, no payment or distribution should have been made, the amount so received shall be held by the Asset Monitor upon trust for the entity from which such payment was received and shall be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution shall be deemed not to have been made or received). 7.4 Without prejudice to Section 7.1 above, the Asset Monitor shall not not, in relation to any amounts owing pursuant to this Agreement, the Trust Deed or the Security Agreement, claim, rank, prove or vote as a creditor of the Guarantor LP Guarantor, the Managing GP or its estate the Liquidation GP or their respective estates in competition with any prior ranking creditors in the relevant Priorities of Payments, or claim a right of set-off until all amounts then due and payable to creditors who rank higher in the relevant Priorities of Payments have been paid in full. 7.5 Neither the Guarantor LP nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to the Asset Monitor under this Agreement (in cash or in kind) unless and until all amounts then due and payable by the Guarantor LP or the Bond Trustee to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.6 The perpetuity period for the trusts in this Section 7 shall be 80 years.

Subordination of Rights. 7.1 The Asset Monitor hereby agrees that it shall not take any steps for the purpose of recovering any amounts payable to it under or pursuant to this Agreement (including, without limitation, including by exercising any rights of set-off) or or, subject to Section 17, procuring the winding up, administration or liquidation of the Guarantor LP Guarantor, the Managing GP or the Liquidation GP in respect of any of its liabilities whatsoever under or pursuant to this Agreement, the Trust Deed or the Security Agreement unless a Guarantor LP Acceleration Notice shall have been served. 7.2 The Asset Monitor agrees to be bound by the terms of the Priorities of Payment set out in Article 6 (Priorities of Payments) of the Guarantor LP Agreement and in the Security Agreement. Without prejudice to Section 7.1 above, the Asset Monitor further agrees that, notwithstanding any other provision contained herein, it will not demand or receive payment of, or any distribution in respect of or on account of, any amounts payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under the Asset Monitor Agreement, in cash or in kind, and will not apply any money or assets in discharge of any such amounts payable to it (whether by set off or by any other method), unless all amounts then due and payable by the Guarantor LP to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.3 Without prejudice to Section 7.2 above, whether in the liquidation of the Guarantor LP or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by the Asset Monitor in respect of any amount payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under this Agreement at a time when, by virtue of the provisions of this Agreement, the Guarantor LP Agreement and the Security Agreement, no payment or distribution should have been made, the amount so received shall be held by the Asset Monitor upon trust for the entity from which such payment was received and shall be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution shall be deemed not to have been made or received). 7.4 Without prejudice to Section 7.1 above, the Asset Monitor shall not not, in relation to any amounts owing pursuant to this Agreement, the Trust Deed or the Security Agreement, claim, rank, prove or vote as a creditor of the Guarantor LP Guarantor, the Managing GP or its estate the Liquidation GP or their respective estates in competition with any prior ranking creditors in the relevant Priorities of Payments, or claim a right of set-off until all amounts then due and payable to creditors who rank higher in the relevant Priorities of Payments have been paid in full. 7.5 Neither the Guarantor LP nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to the Asset Monitor under this Agreement (in cash or in kind) unless and until all amounts then due and payable by the Guarantor LP or the Bond Trustee to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.6 The perpetuity period for the trusts in this Section 7 shall be 80 years.

Subordination of Rights. 7.1 The Asset Monitor hereby agrees that it shall not take any steps for the purpose of recovering any amounts payable to it under or pursuant to this Agreement (including, without limitation, including by exercising any rights of compensation or set-off) or or, subject to Section 17, procuring the winding up, administration or liquidation of the Guarantor LP Guarantor, the Managing GP or the Liquidation GP in respect of any of its liabilities whatsoever under or pursuant to this Agreement, the Trust Deed, the Security Agreement or the Security Documents unless a Guarantor LP Acceleration Notice shall have been served. 7.2 The Asset Monitor agrees to be bound by the terms of the Priorities of Payment set out in Article 6 (Priorities of Payments) of the Guarantor LP Limited Partnership Agreement and in the Security Agreement. Without prejudice to Section 7.1 above, the Asset Monitor further agrees that, notwithstanding any other provision contained herein, it will not demand or receive payment of, or any distribution in respect of or on account of, any amounts payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under the Asset Monitor Agreement, in cash or in kind, and will not apply any money or assets in discharge of any such amounts payable to it (whether by set compensation or set-off or by any other method), unless all amounts then due and payable by the Guarantor LP to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.3 Without prejudice to Section 7.2 above, whether in the liquidation of the Guarantor LP or any other party to the Transaction Documents or otherwise, if any payment or distribution (or the proceeds of any enforcement of any security) is received by the Asset Monitor in respect of any amount payable by the Guarantor LP (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to the Asset Monitor under this Agreement at a time when, by virtue of the provisions of this Agreement, the Guarantor LP Limited Partnership Agreement, the Security Agreement and the Security AgreementDocuments, no payment or distribution should have been made, the amount so received shall be held by the Asset Monitor upon trust or as mandatary and agent for the entity from which such payment was received and shall be paid over to such entity forthwith upon receipt (whereupon the relevant payment or distribution shall be deemed not to have been made or received). 7.4 Without prejudice to Section 7.1 above, the Asset Monitor shall not not, in relation to any amounts owing pursuant to this Agreement, the Trust Deed, the Security Agreement or the Security Documents, claim, rank, prove or vote as a creditor of the Guarantor LP Guarantor, the Managing GP or its estate the Liquidation GP or their respective estates in competition with any prior ranking creditors in the relevant Priorities of Payments, or claim a right of compensation or set-off until all amounts then due and payable to creditors who rank higher in the relevant Priorities of Payments have been paid in full. 7.5 Neither the Guarantor LP nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to the Asset Monitor under this Agreement (in cash or in kind) unless and until all amounts then due and payable by the Guarantor LP or the Bond Trustee to all other creditors ranking higher in the relevant Priorities of Payments have been paid in full. 7.6 The perpetuity period for the trusts in this Section 7 shall be 80 years.