Common use of Subordination of the Securities and Other Subordinated Obligations Clause in Contracts

Subordination of the Securities and Other Subordinated Obligations. (a) The Issuer, each Holder (by its acceptance of its Security) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that (i) the Securities and the other Obligations shall be subject to the provisions of this Article X and, in the case of the Secured Obligations, to the provisions of Article VII of the Security Trust Agreement and (ii) each Subordinated Claimant (and each Subordinated Representative of any thereof) agree for the benefit of each Senior Claimant (and the Controlling Party and the Trustee acting therefor) that each Subordinated Claim shall be subordinated fully in right of payment to each Senior Claim as provided in Section 3.08 hereof, Section 3.09 hereof (if applicable), this Article X and Article VII of the Security Trust Agreement. (b) For the purposes of this Agreement, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the Trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims. (c) All payments or distributions upon or with respect to any Obligations that are received by any Subordinated Claimant (or any Subordinated Representative thereof) contrary to the provisions of this Indenture or in excess of the amounts to which such Subordinated Claimant is entitled under Section 3.08 hereof shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Subordinated Claimant (or any Subordinated Representative therefor) and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof. (d) Notwithstanding anything contained herein to the contrary, payments (or the proceeds thereof) (i) deposited in any Cash Collateral Account or drawn under any Eligible Credit Facility, (ii) drawn under the Policy or (iii) deposited in the Defeasance/Redemption Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption under Section 3.10 hereof or in respect of the defeasance of Securities pursuant to Article XII hereof shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X and Article VII of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee or any other creditor of any of the Grantors (as defined in the Security Trust Agreement). (e) The Senior Representative is hereby authorized to demand specific performance of the provisions of this Article X at any time when any Subordinated Claimant (or any Subordinated Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Subordinated Claimants (and each Subordinated Representative of any thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Subordination of the Securities and Other Subordinated Obligations. (a) The IssuerBorrower, each Holder (of the Class E Securities, by its acceptance of such Class E Securities, each Lender (by its Securityaccession to the Credit Agreement or the execution of an Assignment and Assumption) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that (i) the Loans, the Class E Securities and the other Obligations shall be subject to the provisions of this Article X VI and, in the case of the Secured Obligations, to the provisions of Article VII of the Security Trust Agreement and (ii) each Subordinated Claimant (and each Subordinated Representative of any thereof) agree for the benefit of each Senior Claimant (and the Controlling Party and the Trustee Facility Agent acting therefor) that each Subordinated Claim shall be subordinated fully in right of payment to each Senior Claim as provided in Section 3.08 hereof, Section 3.09 hereof (if applicable), this Article X VI and Article VII of the Security Trust Agreement. (b) For the purposes of this Intercreditor Agreement, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the Trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims. (c) All payments or distributions upon or with respect to any Obligations that are received by any Subordinated Claimant (or any Subordinated Representative thereof) contrary to the provisions of this Indenture Intercreditor Agreement or in excess of the amounts to which such Subordinated Claimant is entitled under Section 3.08 hereof shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Subordinated Claimant (or any Subordinated Representative therefor) and shall be forthwith paid over to the Trustee Facility Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof. (d) Notwithstanding anything contained herein to the contrary, payments (or the proceeds thereof) ) (i) deposited in any Cash Collateral Account or drawn under any Eligible Credit Liquidity Facility, or (ii) drawn under the Policy or (iii) deposited in the Defeasance/Redemption Repayment Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption Repayment under Section 3.10 hereof or in respect of the defeasance of Securities pursuant to Article XII 3.09 hereof shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X VI and Article VII of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee Collateral Agent or any other creditor of any of the Grantors (as defined in the Security Trust Agreement). (e) The Senior Representative Facility Agent is hereby authorized to demand specific performance of the provisions of this Article X VI at any time when any Subordinated Claimant (or any Subordinated Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Subordinated Claimants (and each Subordinated Representative of any thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. (f) In any proceeding under any Bankruptcy Law relating to any Borrower, the Subordinated Claimants agree that the Senior Claimants shall be entitled to receive payment in full in cash of all Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding(“Post-Petition Interest”)) before such Subordinated Claimant receives payment of any Obligations. (g) After the occurrence and during the continuance of any Event of Default, each Subordinated Claimant shall, if the Facility Agent so requests, collect, enforce and receive payments on account of the Obligations as trustee for the Senior Claimants and deliver such payments to the Facility Agent on account of the Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Subordinated Claimant under the other provisions of this Indenture and the Related Documents.

Subordination of the Securities and Other Subordinated Obligations. (ai) The Issuer, each Holder (by its acceptance of its SecurityNote) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that (i) the Securities and the other Obligations shall be subject to the provisions of this Article X and, in the case of the Secured Obligations, to the provisions of Article VII of the Security Trust Agreement and (ii) each Subordinated Junior Claimant (and each Subordinated Junior Representative of any thereof) agree agrees for the benefit of each Senior Claimant (and the Controlling Party and the Trustee acting therefor) that each Subordinated Junior Claim shall be subordinated fully in right of payment to each Senior Claim as provided in Section 3.08 hereof3.09, Section 3.09 hereof 3.10 (if applicable), this Article X and Article VII of the Security Trust Agreement. (b) For the purposes of this Agreement, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the Trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims. (c) All payments or distributions upon or with respect to any Obligations that are received by any Subordinated Junior Claimant (or any Subordinated Junior Representative thereof) contrary to the provisions of this Indenture or in excess of the amounts to which such Subordinated Junior Claimant is entitled under Section 3.08 hereof 3.09 shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Subordinated Junior Claimant (or any Subordinated Junior Representative thereforthereof) and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof. (d) Notwithstanding anything contained herein to the contrary, payments (or the proceeds thereof) (i) deposited in any Cash Collateral Account or drawn under any Eligible Credit FacilityFacility (as provided in Section 3.13 or Section 3.14), (ii) drawn under the Policy Policy, (iii) of Contribution Amounts or (iiiiv) deposited in the Defeasance/Redemption Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption under Section 3.10 hereof 3.11 or in respect of the defeasance of Securities Notes pursuant to Article XII hereof XI shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X and Article VII of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee or any other creditor of any of the Grantors (as defined in the Security Trust Agreement). (e) The Senior Representative is hereby authorized to demand specific performance of the provisions of this Article X at any time when any Subordinated Junior Claimant (or any Subordinated Junior Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Subordinated Junior Claimants (and each Subordinated Junior Representative of any thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Subordination of the Securities and Other Subordinated Obligations. (a) The IssuerBorrower, each Holder Lender (by its acceptance accession to the Credit Agreement or the execution of its Securityan Assignment and Assumption) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that (i) the Securities Loans and the other Obligations shall be subject to the provisions of this Article X VI and, in the case of the Secured Obligations, to the provisions of Article VII of the Security Trust Agreement and (ii) each Subordinated Claimant (and each Subordinated Representative of any thereof) agree for the benefit of each Senior Claimant (and the Controlling Party and the Trustee Facility Agent acting therefor) that each Subordinated Claim shall be subordinated fully in right of payment to each Senior Claim as provided in Section 3.08 hereof, Section 3.09 hereof (if applicable), this Article X VI and Article VII of the Security Trust Agreement. (b) For the purposes of this Intercreditor Agreement, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the Trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims. (c) All payments or distributions upon or with respect to any Obligations that are received by any Subordinated Claimant (or any Subordinated Representative thereof) contrary to the provisions of this Indenture Intercreditor Agreement or in excess of the amounts to which such Subordinated Claimant is entitled under Section 3.08 hereof shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Subordinated Claimant (or any Subordinated Representative therefor) and shall be forthwith paid over to the Trustee Facility Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof. (d) Notwithstanding anything contained herein to the contrary, payments (or the proceeds thereof) ) (i) deposited in any Cash Collateral Account or drawn under any Eligible Credit Liquidity Facility, or (ii) drawn under the Policy or (iii) deposited in the Defeasance/Redemption Repayment Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption Repayment under Section 3.10 hereof or in respect of the defeasance of Securities pursuant to Article XII 3.09 hereof shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X VI and Article VII of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee Collateral Agent or any other creditor of any of the Grantors (as defined in the Security Trust Agreement). (e) The Senior Representative Facility Agent is hereby authorized to demand specific performance of the provisions of this Article X VI at any time when any Subordinated Claimant (or any Subordinated Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Subordinated Claimants (and each Subordinated Representative of any thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. (f) In any proceeding under any Bankruptcy Law relating to any Borrower, the Subordinated Claimants agree that the Senior Claimants shall be entitled to receive payment in full in cash of all Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding(“Post-Petition Interest”)) before such Subordinated Claimant receives payment of any Obligations. (g) After the occurrence and during the continuance of any Event of Default, each Subordinated Claimant shall, if the Facility Agent so requests, collect, enforce and receive payments on account of the Obligations as trustee for the Senior Claimants and deliver such payments to the Facility Agent on account of the Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Subordinated Claimant under the other provisions of this Indenture and the Related Documents.

Subordination of the Securities and Other Subordinated Obligations. (a) The Issuer, each Holder (by its acceptance of its Security) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that (i) the Securities and the other Obligations shall be subject to the provisions of this Article X and, in the case of the Secured Obligations, to the provisions of Article VII of the Security Trust Agreement and (ii) each Subordinated Claimant (and each Subordinated Representative of any thereof) agree for the benefit of each Senior Claimant (and the Controlling Party and the Trustee acting therefor) that each Subordinated Claim shall be subordinated fully in right of payment to each Senior Claim as provided in Section 3.08 hereof, Section 3.09 hereof (if applicable), this Article X and Article VII of the Security Trust Agreement. (b) For the purposes of this Agreement, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the Trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims. (c) All payments or distributions upon or with respect to any Obligations that are received by any Subordinated Claimant (or any Subordinated Representative thereof) contrary to the provisions of this Indenture or in excess of the amounts to which such Subordinated Claimant is entitled under Section 3.08 hereof shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Subordinated Claimant (or any Subordinated Representative therefor) and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof. (d) Notwithstanding anything contained herein to the contrary, payments (or the proceeds thereof) (i) deposited in any Cash Collateral Account or drawn under any Eligible Credit Facility, (ii) drawn under the Policy or (iii) deposited in the Defeasance/Redemption Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption under Section 3.10 hereof or in respect of the defeasance of Securities pursuant to Article XII 143 hereof shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X and Article VII of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee or any other creditor of any of the Grantors (as defined in the Security Trust Agreement). (e) The Senior Representative is hereby authorized to demand specific performance of the provisions of this Article X at any time when any Subordinated Claimant (or any Subordinated Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Subordinated Claimants (and each Subordinated Representative of any thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Subordination of the Securities and Other Subordinated Obligations. (a) The Issuer, each Holder (by its acceptance of its Security) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that (i) the Securities and the other Obligations shall be subject to the provisions of this Article X and, in the case of the Secured Obligations, to the provisions of Article VII of the Security Trust Agreement and (ii) each Subordinated Claimant (and each Subordinated Representative of any thereof) agree for the benefit of each Senior Claimant (and the Controlling Party and the Trustee acting therefor) that each Subordinated Claim shall be subordinated fully in right of payment to each Senior 140 Claim as provided in Section 3.08 hereof, Section 3.09 hereof (if applicable), this Article X and Article VII of the Security Trust Agreement. (b) For the purposes of this Agreement, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the Trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims. (c) All payments or distributions upon or with respect to any Obligations that are received by any Subordinated Claimant (or any Subordinated Representative thereof) contrary to the provisions of this Indenture or in excess of the amounts to which such Subordinated Claimant is entitled under Section 3.08 hereof shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Subordinated Claimant (or any Subordinated Representative therefor) and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof. (d) Notwithstanding anything contained herein to the contrary, payments (or the proceeds thereof) (i) deposited in any Cash Collateral Account or drawn under any Eligible Credit Facility, (ii) drawn under the Policy or (iii) deposited in the Defeasance/Redemption Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption under Section 3.10 hereof or in respect of the defeasance of Securities pursuant to Article XII hereof shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X and Article VII of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee or any other creditor of any of the Grantors (as defined in the Security Trust Agreement). (e) The Senior Representative is hereby authorized to demand specific performance of the provisions of this Article X at any time when any Subordinated Claimant (or any Subordinated Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Subordinated Claimants (and each Subordinated Representative of any thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Subordination of the Securities and Other Subordinated Obligations. (ai) The Issuer, each Holder (by its acceptance of its SecurityNote) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that (i) the Securities and the other Obligations shall be subject to the provisions of this Article X and, in the case of the Secured Obligations, to the provisions of Article VII of the Security Trust Agreement and (ii) each Subordinated Junior Claimant (and each Subordinated Junior Representative of any thereof) agree agrees for the benefit of each Senior Claimant (and the Controlling Party and the Trustee acting therefor) that each Subordinated Junior Claim shall be subordinated fully in right of payment to each Senior Claim as provided in Section 3.08 hereof3.09, Section 3.09 hereof 3.10 (if applicable), this Article X and Article VII of the Security Trust Agreement. (b) For the purposes of this Agreement, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the Trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims. (c) All payments or distributions upon or with respect to any Obligations that are received by any Subordinated Junior Claimant (or any Subordinated Junior Representative thereof) contrary to the provisions of this Indenture or in excess of the amounts to which such Subordinated Junior Claimant is entitled under Section 3.08 hereof 3.09 shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Subordinated Junior Claimant (or any Subordinated Junior Representative thereforthereof) and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof. (d) Notwithstanding anything contained herein to the contrary, payments (or the proceeds thereof) (i) deposited in any Cash Collateral Account or drawn under any Eligible Credit FacilityFacility (as provided in Section 3.13 or Section 3.14), (ii) drawn under the Policy or (iii) deposited in the Defeasance/Redemption Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption under Section 3.10 hereof 3.11 or in respect of the defeasance of Securities Notes pursuant to Article XII hereof XI shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X and Article VII of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee or any other creditor of any of the Grantors (as defined in the Security Trust Agreement). (e) The Senior Representative is hereby authorized to demand specific performance of the provisions of this Article X at any time when any Subordinated Junior Claimant (or any Subordinated Junior Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Subordinated Junior Claimants (and each Subordinated Junior Representative of any thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.