Common use of Subordination of Subordinated Indebtedness Clause in Contracts

Subordination of Subordinated Indebtedness. Until the indefeasible payment in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated in right of liquidation in relation to all System Lease Obligations to the extent and in the manner hereinafter set forth, (ii) upon the occurrence and during the continuance of any default or event of default under any System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or event of default under any System Lease will exist), no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Event, the Subordinated Lenders shall not accept any payment by or on behalf of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documents.

Subordination of Subordinated Indebtedness. Until the indefeasible payment Anything in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is Document to the contrary notwithstanding, each Credit Party, for itself and shall be subordinated in right of liquidation in relation to all System Lease Obligations its successors and assigns, covenants and agrees that, to the extent and in the manner hereinafter set forth, all Subordinated Indebtedness held by such Credit Party and its successors and assigns (iisuch Credit Party and its successors and assigns, the “Affiliate Holder”), and the payment from whatever source of the principal of, and interest and premium (if any) upon on, such Subordinated Indebtedness, are hereby expressly made subordinate and subject in right of payment to the occurrence prior payment in full in cash of all Senior Indebtedness: (i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive any payment on account of the Subordinated Indebtedness held by it (and during the continuance unless and until all Senior Indebtedness has been so paid, such Affiliate Holder will not (x) ask, demand, xxx for, take or receive from any Credit Party obligated in respect of such Subordinated Indebtedness (each, a “Credit Party Obligor”), by set-off or in any default other manner, or event (y) seek any other remedy allowed at law or in equity against any Credit Party Obligor for breach of default such Credit Party Obligor’s obligations under any System Lease (or if Subordinated Indebtedness Document, provided that, so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, unremedied and unwaived, under the Indenture, any Credit Party Obligor may make, and such Affiliate Holder shall be entitled to a proposed distribution receive and retain, payments in respect of any part the principal of and interest of the Subordinated Indebtedness, a default or . (ii) In the event of default under any System Lease will exist)insolvency or bankruptcy proceedings, no payments and any receivership, liquidation, reorganization or other distributions whatsoever similar proceedings in respect connection therewith, relative to any Credit Party Obligor or to its creditors, as such, or to its property, and in the event of any part proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party Obligor, whether or not involving insolvency or bankruptcy, then the Subordinated holders of Senior Indebtedness shall be madeentitled to receive payment in full of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive, (iii) upon the occurrence and during the continuance of an Insolvency Eventor make any demand for, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part payment on account of the Subordinated Indebtedness, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities. (iviii) upon If any payment or distribution of any character, whether in cash, securities or other property, in respect of any Subordinated Indebtedness shall (despite these subordination provisions) be received by such Affiliate Holder before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the occurrence benefit of, and during the continuance of an Insolvency Eventshall be paid over or delivered to, the Subordinated Lenders shall not accept any payment by holders of Senior Indebtedness (or on behalf their representatives), and to holders of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, Indebtedness to which the Subordinated Indebtedness is similarly subordinated, ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness, and all such other than Indebtedness, in full. No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of any Subordinated Indebtedness or any Subordinated Indebtedness Document by any act or failure to act on the payment part of indemnity obligations any Credit Party Obligor or by any act or failure to act, in good faith on the part of such holder or any trustee or agent for such holder. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and reasonable out each Affiliate Holder on the other hand, and nothing herein shall impair, as between any Credit Party Obligor and any Affiliate Holder, the obligation of pocket costs such Credit Party Obligor, which is unconditional and expenses (including reasonable attorney’s fees) in each case as absolute, to pay to such Affiliate Holder any principal of Subordinated Indebtedness and when due and payable interest thereon in accordance with the terms of the any Subordinated Debt DocumentsIndebtedness Document.

Subordination of Subordinated Indebtedness. Until the indefeasible payment Anything in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is Document to the contrary notwithstanding, each Credit Party, for itself and shall be subordinated in right of liquidation in relation to all System Lease Obligations its successors and assigns, covenants and agrees that, to the extent and in the manner hereinafter set forth, all Subordinated Indebtedness held by such Credit Party and its successors and assigns (iisuch Credit Party and its successors and assigns, the "Affiliate Holder"), and the payment from whatever source of the principal of, and interest and premium (if any) upon on, such Subordinated Indebtedness, are hereby expressly made subordinate and subject in right of payment to the occurrence prior payment in full in cash of all Senior Indebtedness: (i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive any payment on account of the Subordinated Indebtedness held by it (and during the continuance unless and until all Senior Indebtedness has been so paid, such Affiliate Holder will not (x) ask, demand, sue for, take or receive from any Credit Party obligated in respexx of such Subordinated Indebtedness (each, a "Credit Party Obligor"), by set-off or in any default other manner, or event (y) seek any other remedy allowed at law or in equity against any Credit Party Obligor for breach of default such Credit Party Obligor's obligations under any System Lease (or if Subordinated Indebtedness Document, provided that, so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, unremedied and unwaived, under the Indenture, any Credit Party Obligor may make, and such Affiliate Holder shall be entitled to a proposed distribution receive and retain, payments in respect of any part the principal of and interest of the Subordinated Indebtedness, a default or . (ii) In the event of default under any System Lease will exist)insolvency or bankruptcy proceedings, no payments and any receivership, liquidation, reorganization or other distributions whatsoever similar proceedings in respect connection therewith, relative to any Credit Party Obligor or to its creditors, as such, or to its property, and in the event of any part proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party Obligor, whether or not involving insolvency or bankruptcy, then the Subordinated holders of Senior Indebtedness shall be madeentitled to receive payment in full of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive, (iii) upon the occurrence and during the continuance of an Insolvency Eventor make any demand for, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part payment on account of the Subordinated Indebtedness, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities. Affiliate Subordination Agreement --------------------------------- (iviii) upon If any payment or distribution of any character, whether in cash, securities or other property, in respect of any Subordinated Indebtedness shall (despite these subordination provisions) be received by such Affiliate Holder before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the occurrence benefit of, and during the continuance of an Insolvency Eventshall be paid over or delivered to, the Subordinated Lenders shall not accept any payment by holders of Senior Indebtedness (or on behalf their representatives), and to holders of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, Indebtedness to which the Subordinated Indebtedness is similarly subordinated, ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness, and all such other than Indebtedness, in full. No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of any Subordinated Indebtedness or any Subordinated Indebtedness Document by any act or failure to act on the payment part of indemnity obligations any Credit Party Obligor or by any act or failure to act, in good faith on the part of such holder or any trustee or agent for such holder. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and reasonable out each Affiliate Holder on the other hand, and nothing herein shall impair, as between any Credit Party Obligor and any Affiliate Holder, the obligation of pocket costs such Credit Party Obligor, which is unconditional and expenses (including reasonable attorney’s fees) in each case as absolute, to pay to such Affiliate Holder any principal of Subordinated Indebtedness and when due and payable interest thereon in accordance with the terms of the any Subordinated Debt DocumentsIndebtedness Document.

Subordination of Subordinated Indebtedness. Until the indefeasible payment in full in cash of all the System Lease Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated in right of liquidation in relation to all System Lease Obligations to the extent and in the manner hereinafter set forth, (ii) upon the occurrence and during the continuance of any default or event of default under any System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or event of default under any System Lease will exist), no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever whatsoever-in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Event, the Subordinated Lenders shall not accept any payment by or on behalf of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documents.

Subordination of Subordinated Indebtedness. Until the indefeasible payment in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated in right of liquidation in relation to all System Lease Obligations to the extent and in the manner hereinafter set forth, (ii) upon the occurrence and during the continuance of any default or event of default under any System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or event of default under any System Lease will exist), no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever whatsoever-in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Event, the Subordinated Lenders shall not accept any payment by or on behalf of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documents.

Subordination of Subordinated Indebtedness. Until 2.1 The Borrower and the indefeasible payment in full in cash of Subordinated Lender acknowledge to and agree with each other that for so long as the Secured Indebtedness remains outstanding, this Subordination Agreement and all the Obligations terms, covenants, conditions and stipulations herein contained will continue, and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated subject to the following terms and conditions:- (a) the Subordinated Indebtedness shall not be subject to payment of interest (although interest may accrue thereon); (b) the Subordinated Indebtedness shall not be repayable or repaid in whole or in part, except in the event of any proceedings analogous to the winding-up, liquidation or dissolution of the Borrower; and 3 (c) the Subordinated Indebtedness is and shall remain unsecured by any mortgage, charge, debenture or other security of any kind over the whole or any part of the assets of the Borrower and is not and shall not be capable of becoming subject to any right of liquidation in relation to all System Lease Obligations to set-off or counterclaim. 2.2 Save with the extent and exception provided in the manner hereinafter set forthpreceding Clause 2.1(b), (ii) upon the occurrence and during the continuance Subordinated Lender shall not demand or require or institute any actions or proceedings of any default kind for or event take any other steps whatsoever to obtain or with a view to obtaining any repayment or payment of default under any System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or any part thereof. 2.3 The Borrower shall not (except in the event of default under any System Lease will exist)proceedings analogous to the winding-up, no payments liquidation or other distributions whatsoever dissolution of the Borrower) make any repayment or payment of or in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Eventor any part thereof, to the Subordinated Lenders Lender. 2.4 Neither the Subordinated Lender nor the Borrower shall not accept any payment by or on behalf of Sharyland on account (without the prior written consent of the principal of, premium other party) assign or interest on, or any other amount in respect of, purport to assign the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documentsto third party.

Subordination of Subordinated Indebtedness. Until the indefeasible payment in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated in right of liquidation in relation to all System Lease Obligations to the extent and in the manner hereinafter set forth, (ii) upon the occurrence and during the continuance of any default or event of default under any System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or event of default under any System Lease will exist), no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever whatsoever-in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Event, the Subordinated Lenders shall not accept any payment by or on behalf of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Loan Documents.

Subordination of Subordinated Indebtedness. Until the indefeasible payment Anything in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is Document to the contrary notwithstanding, each Non-Credit Party covenants and shall be subordinated in right of liquidation in relation to all System Lease Obligations agrees that, to the extent and in the manner hereinafter set forth, all Subordinated Indebtedness held by such Non-Credit Party, and the payment from whatever source of the principal of, and interest and premium (if any) on, such Subordinated Indebtedness, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness and that: (a) The holders of Senior Indebtedness shall (i) be entitled to receive permanent payment in full in cash of all amounts constituting Senior Indebtedness and (ii) upon the occurrence and during the continuance of terminate any default or event of default obligation to extend credit under any System Lease Senior Indebtedness, before any Non-Credit Party is entitled to receive any payment on account of the Subordinated Indebtedness held by it (and unless and until all Senior Indebtedness has been so paid and such obligations terminated, each Non-Credit Party will not (i) ask, demand, xxx for, take or if receive from any U.S. Credit Party, by set-off or in any other manner, or (ii) seek any other remedy allowed at law or in equity against any U.S. Credit Party for breach of such U.S. Credit Party's obligations under any Subordinated Indebtedness Document or otherwise); provided that, so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, unremedied and unwaived, under the Credit Agreement, each U.S. Credit Party may make, and each Non-Credit Party shall be entitled to a proposed distribution receive and retain, payments in respect of any part of the Subordinated Indebtedness, a default or . (b) In the event of default under any System Lease will exist)insolvency or bankruptcy proceedings, no payments and any receivership, liquidation, reorganization or other distributions whatsoever similar proceedings in respect connection therewith, relative to any U.S. Credit Party or to its creditors, as such, or to its property, and in the event of any part proceedings for voluntary liquidation, dissolution or other winding up of such U.S. Credit Party, whether or not involving insolvency or bankruptcy, then the Subordinated holders of Senior Indebtedness shall (i) be madeentitled to receive permanent payment in full of all amounts constituting Senior Indebtedness and (ii) terminate any obligations to extend credit under such Senior Indebtedness, (iii) upon the occurrence and during the continuance of an Insolvency Eventbefore a Non-Credit Party is entitled to receive, no payments or other distributions whatsoever in respect of make any part of the Subordinated Indebtedness shall be made nor shall demand for, any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part payment on account of the Subordinated Indebtedness, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities. (ivc) upon If any payment or distribution of any character, whether in cash, securities or other property, in respect of any Subordinated Indebtedness shall (in contravention of these subordination provisions) be received by any Non-Credit Party before (i) all Senior Indebtedness shall have been permanently paid in full in cash and (ii) all obligations to extend credit under such Senior Indebtedness have been terminated, such payment or distribution shall be held in trust for the occurrence benefit of, and during the continuance of an Insolvency Eventshall be paid over or delivered to, the Subordinated Lenders shall not accept any payment by holders of Senior Indebtedness (or on behalf their representatives), and to holders of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, Indebtedness to which the Subordinated Indebtedness is similarly subordinated, ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness, and all such other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) Indebtedness, in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documentsfull.

Subordination of Subordinated Indebtedness. Until the indefeasible payment in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated in right of liquidation in relation to all System Lease Obligations to the extent and in the manner hereinafter set forth, (ii) upon the occurrence and during the continuance of any default or event of default under any the System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or event of default under any the System Lease will exist), no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Event, the Subordinated Lenders shall not accept any payment by or on behalf of Sharyland on account of the principal ofSubordinated Indebtedness, premium or interest on, or any other amount in respect of, the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documents.

Subordination of Subordinated Indebtedness. Until 2.1 The Borrower and the indefeasible payment in full in cash of Subordinated Lender acknowledge to and agree with each other that for so long as the Secured Indebtedness remains outstanding, this Subordination Agreement and all the Obligations terms, covenants, conditions and stipulations herein contained will continue, and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated subject to the following terms and conditions:- (a) the Subordinated Indebtedness shall not be subject to payment of interest (although interest may accrue thereon); (b) the Subordinated Indebtedness shall not be repayable or repaid in whole or in part, except in the event of any proceedings analogous to the winding-up, liquidation or dissolution of the Borrower; and 2 (c) the Subordinated Indebtedness is and shall remain unsecured by any mortgage, charge, debenture or other security of any kind over the whole or any part of the assets of the Borrower and is not and shall not be capable of becoming subject to any right of liquidation in relation to all System Lease Obligations to set-off or counterclaim. 2.2 Save with the extent and exception provided in the manner hereinafter set forthpreceding Clause 2.1(b), (ii) upon the occurrence and during the continuance Subordinated Lender shall not demand or require or institute any actions or proceedings of any default kind for or event take any other steps whatsoever to obtain or with a view to obtaining any repayment or payment of default under any System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or any part thereof. 2.3 The Borrower shall not (except in the event of default under any System Lease will exist)proceedings analogous to the winding-up, no payments liquidation or other distributions whatsoever dissolution of the Borrower) make any repayment of or payment of or in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Eventor any part thereof, to the Subordinated Lenders Lender. 2.4 Neither the Subordinated Lender nor the Borrower shall not accept any payment by or on behalf of Sharyland on account (without the prior written consent of the principal of, premium other party) assign or interest on, or any other amount in respect of, purport to assign the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documentsto third party.

Subordination of Subordinated Indebtedness. Until the indefeasible payment Anything in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is Document to the contrary notwithstanding, each Credit Party, for itself and shall be subordinated in right of liquidation in relation to all System Lease Obligations its successors and assigns, covenants and agrees that, to the extent and in the manner hereinafter set forth, all Subordinated Indebtedness held by such Credit Party and its successors and assigns (iisuch Credit Party and its successors and assigns, the "Affiliate Holder"), and the payment from whatever source of the principal of, and interest and premium (if any) upon on, such Subordinated Indebtedness, are hereby expressly made subordinate and subject in right of payment to the occurrence prior payment in full in cash of all Senior Indebtedness: (i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive any payment on account of the Subordinated Indebtedness held by it (and during the continuance unless and until all Senior Indebtedness has been so paid, such Affiliate Holder will not (x) ask, demand, sue for, take or receive from any Credit Party obligated in respexx of such Subordinated Indebtedness (each, a "Credit Party Obligor"), by set-off or in any default other manner, or event (y) seek any other remedy allowed at law or in equity against any Credit Party Obligor for breach of default such Credit Party Obligor's obligations under any System Lease (or if Subordinated Indebtedness Document, provided that, so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, unremedied and unwaived, under the Indenture, any Credit Party Obligor may make, and such Affiliate Holder shall be entitled to a proposed distribution receive and retain, payments in respect of any part the principal of and interest of the Subordinated Indebtedness, a default or . (ii) In the event of default under any System Lease will exist)insolvency or bankruptcy proceedings, no payments and any receivership, liquidation, reorganization or other distributions whatsoever similar proceedings in respect connection therewith, relative to any Credit Party Obligor or to its creditors, as such, or to its property, and in the event of any part proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party Obligor, whether or not involving insolvency or bankruptcy, then the Subordinated holders of Senior Indebtedness shall be madeentitled to receive payment in full of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive, (iii) upon the occurrence and during the continuance of an Insolvency Eventor make any demand for, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part payment on account of the Subordinated Indebtedness, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities. Affiliate Subordination Agreement (iviii) upon If any payment or distribution of any character, whether in cash, securities or other property, in respect of any Subordinated Indebtedness shall (despite these subordination provisions) be received by such Affiliate Holder before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the occurrence benefit of, and during the continuance of an Insolvency Eventshall be paid over or delivered to, the Subordinated Lenders shall not accept any payment by holders of Senior Indebtedness (or on behalf their representatives), and to holders of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, Indebtedness to which the Subordinated Indebtedness is similarly subordinated, ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness, and all such other than Indebtedness, in full. No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of any Subordinated Indebtedness or any Subordinated Indebtedness Document by any act or failure to act on the payment part of indemnity obligations any Credit Party Obligor or by any act or failure to act, in good faith on the part of such holder or any trustee or agent for such holder. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and reasonable out each Affiliate Holder on the other hand, and nothing herein shall impair, as between any Credit Party Obligor and any Affiliate Holder, the obligation of pocket costs such Credit Party Obligor, which is unconditional and expenses (including reasonable attorney’s fees) in each case as absolute, to pay to such Affiliate Holder any principal of Subordinated Indebtedness and when due and payable interest thereon in accordance with the terms of the any Subordinated Debt DocumentsIndebtedness Document.

Subordination of Subordinated Indebtedness. Until the indefeasible payment Anything in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is Document to the contrary notwithstanding, each Non-Credit Party covenants and shall be subordinated in right of liquidation in relation to all System Lease Obligations agrees that, to the extent and in the manner hereinafter set forth, all Subordinated Indebtedness held by such Non-Credit Party, and the payment from whatever source of the principal of, and interest and premium (if any) on, such Subordinated Indebtedness, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness and that: (a) The holders of Senior Indebtedness shall (i) be entitled to receive permanent payment in full in cash of all amounts constituting Senior Indebtedness and (ii) upon the occurrence and during the continuance of terminate any default or event of default obligation to extend credit under any System Lease Senior Indebtedness, before any Non-Credit Party is entitled to receive any payment on account of the Subordinated Indebtedness held by it (and unless and until all Senior Indebtedness has been so paid and such obligations terminated, each Non-Credit Party will not (i) ask, demand, xxx for, take or if receive from any Canadian Credit Party, by set-off or in any other manner, or (ii) seek any other remedy allowed at law or in equity against any Canadian Credit Party for breach of such Canadian Credit Party’s obligations under any Subordinated Indebtedness Document or otherwise); provided that, so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, unremedied and unwaived, under the Credit Agreement, each Canadian Credit Party may make, and each Non-Credit Party shall be entitled to a proposed distribution receive and retain, payments in respect of any part of the Subordinated Indebtedness, a default or . (b) In the event of default under any System Lease will exist)insolvency or bankruptcy proceedings, no payments and any receivership, liquidation, reorganization or other distributions whatsoever similar proceedings in respect connection therewith, relative to any Canadian Credit Party or to its creditors, as such, or to its property, and in the event of any part proceedings for voluntary liquidation, dissolution or other winding up of such Canadian Credit Party, whether or not involving insolvency or bankruptcy, then the Subordinated holders of Senior Indebtedness shall (i) be madeentitled to receive permanent payment in full of all amounts constituting Senior Indebtedness and (ii) terminate any obligations to extend credit under such Senior Indebtedness, (iii) upon the occurrence and during the continuance of an Insolvency Eventbefore a Non-Credit Party is entitled to receive, no payments or other distributions whatsoever in respect of make any part of the Subordinated Indebtedness shall be made nor shall demand for, any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part payment on account of the Subordinated Indebtedness, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities. (ivc) upon If any payment or distribution of any character, whether in cash, securities or other property, in respect of any Subordinated Indebtedness shall (in contravention of these subordination provisions) be received by any Non-Credit Party before (i) all Senior Indebtedness shall have been permanently paid in full in cash and (ii) all obligations to extend credit under such Senior Indebtedness have been terminated, such payment or distribution shall be held in trust for the occurrence benefit of, and during the continuance of an Insolvency Eventshall be paid over or delivered to, the Subordinated Lenders shall not accept any payment by holders of Senior Indebtedness (or on behalf their representatives), and to holders of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, Indebtedness to which the Subordinated Indebtedness is similarly subordinated, ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness, and all such other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) Indebtedness, in each case as and when due and payable in accordance with the terms of the Subordinated Debt Documentsfull.

Subordination of Subordinated Indebtedness. Until the indefeasible payment Anything in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is Document to the contrary notwithstanding, each Credit Party, for itself and shall be subordinated in right of liquidation in relation to all System Lease Obligations its successors and assigns, covenants and agrees that, to the extent and in the manner hereinafter set forth, all Subordinated Indebtedness held by such Credit Party and its successors and assigns (iisuch Credit Party and its successors and assigns, the "Affiliate Holder"), and the payment from whatever source of the principal of, and interest and premium (if any) upon on, such Subordinated Indebtedness, are hereby expressly made subordinate and subject in right of payment to the occurrence prior payment in full in cash of all Senior Indebtedness: (i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive any payment on account of the Subordinated Indebtedness held by it (and during the continuance unless and until all Senior Indebtedness has been so paid, such Affiliate Holder will not (x) ask, demand, sue for, take or receive from any Credit Party obligated in respexx of such Subordinated Indebtedness (each, a "Credit Party Obligor"), by set-off or in any default other manner, or event (y) seek any other remedy allowed at law or in equity against any Credit Party Obligor for breach of default such Credit Party Obligor's obligations under any System Lease (or if Subordinated Indebtedness Document, provided that, so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, unremedied and unwaived, under the Indenture, any Credit Party Obligor may make, and such Affiliate Holder shall be entitled to a proposed distribution receive and retain, payments in respect of any part the principal of and interest of the Subordinated Indebtedness, a default or . (ii) In the event of default under any System Lease will exist)insolvency or bankruptcy proceedings, no payments and any receivership, liquidation, reorganization or other distributions whatsoever similar proceedings in respect connection therewith, relative to any Credit Party Obligor or to its creditors, as such, or to its property, and in the event of any part proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party Obligor, whether or not involving insolvency or bankruptcy, then the Subordinated holders of Senior Indebtedness shall be madeentitled to receive payment in full of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive, (iii) upon the occurrence and during the continuance of an Insolvency Eventor make any demand for, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part payment on account of the Subordinated Indebtedness, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities. (iviii) upon If any payment or distribution of any character, whether in cash, securities or other property, in respect of any Subordinated Indebtedness shall (despite these subordination provisions) be received by such Affiliate Holder before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the occurrence benefit of, and during the continuance of an Insolvency Eventshall be paid over or delivered to, the Subordinated Lenders shall not accept any payment by holders of Senior Indebtedness (or on behalf their representatives), and to holders of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, Indebtedness to which the Subordinated Indebtedness is similarly subordinated, ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness, and all such other than Indebtedness, in full. Affiliate Subordination Agreement No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of any Subordinated Indebtedness or any Subordinated Indebtedness Document by any act or failure to act on the payment part of indemnity obligations any Credit Party Obligor or by any act or failure to act, in good faith on the part of such holder or any trustee or agent for such holder. The foregoing provisions are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and reasonable out each Affiliate Holder on the other hand, and nothing herein shall impair, as between any Credit Party Obligor and any Affiliate Holder, the obligation of pocket costs such Credit Party Obligor, which is unconditional and expenses (including reasonable attorney’s fees) in each case as absolute, to pay to such Affiliate Holder any principal of Subordinated Indebtedness and when due and payable interest thereon in accordance with the terms of the any Subordinated Debt DocumentsIndebtedness Document.

Subordination of Subordinated Indebtedness. Until the indefeasible payment in full in cash of all the Obligations and the termination of any commitments to lend under any Permitted Secured Indebtedness, the Subordinated Lenders and Sharyland hereby agree that (i) all Subordinated Indebtedness is and shall be subordinated in right of liquidation in relation to all System Lease Obligations to the extent and in the manner hereinafter set forth, (ii) upon the occurrence and during the continuance of any default or event of default under any System Lease (or if after giving effect to a proposed distribution in respect of any part of the Subordinated Indebtedness, a default or event of default under any System Lease will exist), no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made, (iii) upon the occurrence and during the continuance of an Insolvency Event, no payments or other distributions whatsoever in respect of any part of the Subordinated Indebtedness shall be made nor shall any property or assets of Sharyland be applied to the purchase or other acquisition or retirement of any part of the Subordinated Indebtedness, and (iv) upon the occurrence and during the continuance of an Insolvency Event, the Subordinated Lenders shall not accept any payment by or on behalf of Sharyland on account of the principal of, premium or interest on, or any other amount in respect of, the Subordinated Indebtedness other than the payment of indemnity obligations and reasonable out of pocket costs and expenses (including reasonable attorney’s fees) in each case as and when due and payable in accordance with the terms of the Subordinated Debt Loan Documents.