Common use of Subordination Rights Not Impaired by Acts Clause in Contracts

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer or Holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness, may at any time or from time to time and in their absolute direction, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Issuer, the Trustee or the Holders of Securities under this Article Thirteen.

Subordination Rights Not Impaired by Acts. or Omissions ------------------------------------------------------- of the Issuer Company or Holders of Senior Indebtedness. No right of any present or -------------------------------------------------- future holders of any Senior Indebtedness to enforce subordination as provided herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer Company with the terms, provisions and covenants terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior IndebtednessIndebtedness may extend, may at any time renew, modify or from time to time and in their absolute direction, change amend the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefortherefor and release, sell or exercise or refrain from exercising any other of their rights under exchange such Senior Indebtedness, including, without limitation, security and otherwise deal freely with the waiver of default thereunderCompany, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the liabilities and obligations of the Issuer, parties to the Trustee Indenture or the Holders Holders. No provision in any supplemental indenture which affects the superior position of Securities under this Article Thirteenthe holders of any then existing Senior Indebtedness shall be effective against the holders of the Senior Indebtedness who have not consented thereto.

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer Corporation or Holders of Senior IndebtednessIndebtedness or Additional Senior Obligations. No right of any present or future holders of any Senior Indebtedness or Additional Senior Obligations to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer Corporation or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer Corporation with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness, Indebtedness and Additional Senior Obligations may at any time or from time to time and in their absolute directiondiscretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior IndebtednessIndebtedness or Additional Senior Obligations, or amend or supplement any instrument pursuant to which any such Senior Indebtedness or Additional Senior Obligations is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such the Senior IndebtednessIndebtedness or Additional Senior Obligations, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders holders of the Securities or the Trustee and without affecting the obligations of the IssuerCorporation, the Trustee or the Holders holders of the Securities under this Article ThirteenArticle.

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer or Holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior IndebtednessIndebtedness may, may at any time or from time to time and in their absolute directiondiscretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Issuer, the Trustee or the Holders of Securities under this Article Thirteen.

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer Subordinated Guarantors or Holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer Subordinated Guarantors or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance by the Issuer Subordinated Guarantors with the terms, terms and provisions and covenants of this Indenturethe Subordinated Obligations, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of the Senior IndebtednessIndebtedness may, may without in any way affecting the obligations of the holder of the Subordinated Obligations with respect thereto, at any time or from time to time and in their absolute directiondiscretion, change the manner, place or terms of paymentpayment of, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend amend, modify or supplement any agreement or instrument pursuant to which any governing or evidencing such Senior Indebtedness is issued or by which it may be secured, or release any security thereforother document referred to therein, or exercise or refrain from exercising any other of their rights under such the Senior Indebtedness, Indebtedness including, without limitation, the waiver of default thereunderthereunder and the release of any collateral securing such Senior Indebtedness, all without notice to or assent from the Holders holder of the Securities or the Trustee and without affecting the obligations of the Issuer, the Trustee or the Holders of Securities under this Article ThirteenSubordinated Obligations.

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer Company or Holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior IndebtednessIndebtedness may, may at any time or from time to time and in their absolute directiondiscretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such the Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the IssuerCompany, the Trustee or the Holders of Securities under this Article ThirteenSixteen.

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer or Holders of Senior IndebtednessIndebtedness of the Issuer. No right of any present or future holders of any Senior Indebtedness of the Issuer to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior IndebtednessIndebtedness of the Issuer, may at any time or from time to time and in their absolute direction, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior IndebtednessIndebtedness of the Issuer, or amend or supplement any instrument pursuant to which any such Senior Indebtedness of the Issuer is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such Senior IndebtednessIndebtedness of the Issuer, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Issuer, the Trustee or the Holders of Securities under this Article Thirteen.

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer Company or Holders holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness, may at any time or from time to time and in their absolute direction, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee Holder Representative and without affecting the obligations of the IssuerCompany, the Trustee Holder Representative or the Holders of Securities under this Article Thirteen[Article]. EXHIBIT H INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of [ ], 2018, among CITIBANK, N.A., as First Lien Agent, [ ], as Second Lien Agent, GLOBAL EAGLE ENTERTAINMENT INC., as the Borrower and THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME TABLE OF CONTENTS

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer Company or Holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination subordination, as herein provided provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of any Senior IndebtednessIndebtedness may extend, may at any time renew, modify or from time to time and in their absolute direction, change amend the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefortherefor and release, sell or exercise or refrain from exercising any other of their rights under exchange such Senior Indebtedness, including, without limitation, security and otherwise deal freely with the waiver of default thereunderCompany, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the liabilities and obligations of the Issuer, the Trustee parties to this Indenture or the Holders of Securities under Securities. No amendment of this Article Thirteen13 or any defined terms used herein or any other Sections referred to in this Article 13 which adversely affects the rights hereunder of holders of Senior Indebtedness, shall be effective unless the holders of such Senior Indebtedness (required pursuant to the terms of such Senior Indebtedness to give such consent) have consented thereto.

Subordination Rights Not Impaired by Acts. or Omissions of the Issuer any Payor or Holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer any Payor or by any act or failure to act, in good faith, act by any such holderPayee, or by any noncompliance by the Issuer any Payor with the terms, terms and provisions and covenants of this Indenturethe Note, regardless of any knowledge thereof with which any such holder Payee may have or be otherwise charged withcharged. The holders of the Senior IndebtednessIndebtedness may, may without in any way affecting the obligations of the Payee with respect thereto, at any time or from time to time and in their absolute directiondiscretion, change the manner, place or terms of paymentpayment of, change or extend the time of payment of, or renew renew, or alteralter or increase the amount of, any such Senior Indebtedness, or amend amend, modify or supplement any agreement or instrument pursuant to which any governing or evidencing such Senior Indebtedness is issued or by which it may be secured, or release any security thereforother document referred to therein, or exercise or refrain from exercising any other of their rights under such the Senior Indebtedness, Indebtedness including, without limitation, the waiver of default thereunderthereunder and the release of any collateral securing such Senior Indebtedness, all without notice to or assent from the Holders holder of the Securities or the Trustee and without affecting the obligations of the Issuer, the Trustee or the Holders of Securities under this Article ThirteenNote.