Common use of Continuing Priority Clause in Contracts

Continuing Priority. This Subordination Agreement is intended to be enforceable as a subordination agreement notwithstanding the commencement of any Insolvency Proceeding, including under Bankruptcy Code Section 510 and any comparable provision of otherwise applicable law. In the event of any Insolvency Proceeding relative to any Obligor or any arrangement, adjustment, composition or relief of any Obligor or such Obligor's debts or any marshaling of the assets of any Obligor, then, in each case, (i) all Senior Indebtedness shall first be paid in full in cash before any payment is made on the Subordinated Obligations; and (ii) any payment or distribution of any kind or character (whether in cash, securities, assets, by set-off, or otherwise) to which the Subordinated Agent or any Subordinated Lender would be entitled but for the provisions of this Section 5.a (including any payment or distribution which may be payable or deliverable to any Subordinated Lender by reason of the payment of any other Indebtedness of such Obligor or its Subsidiaries being subordinated to payment of the Subordinated Obligations) shall be paid or delivered by the Person making such payment or distribution, including, but not limited to, a trustee in bankruptcy, a receiver, a liquidating trustee, or otherwise, directly to the Senior Agent to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid. In the event that, in the circumstances contemplated by this Section 5.a, and notwithstanding the

Continuing Priority. This Subordination Agreement is intended to be enforceable as a subordination agreement notwithstanding the commencement of any Insolvency Proceeding, including under Bankruptcy Code Section 510 and any comparable provision of otherwise applicable law. In the event of any Insolvency Proceeding relative to any Obligor or any arrangement, adjustment, composition or relief of any Obligor or such Obligor's ’s debts or any marshaling of the assets of any Obligor, then, in each case, (i) all Senior Indebtedness shall first be paid in full in cash before any payment is made on the Subordinated Obligations; and (ii) any payment or distribution of any kind or character (whether in cash, securities, assets, by set-off, or otherwise) to which the Subordinated Agent or any Subordinated Lender would be entitled but for the provisions of this Section 5.a (including any payment or distribution which may be payable or deliverable to any Subordinated Lender by reason of the payment of any other Indebtedness of such Obligor or its Subsidiaries being subordinated to payment of the Subordinated Obligations) shall be paid or delivered by the Person making such payment or distribution, including, but not limited to, a trustee in bankruptcy, a receiver, a liquidating trustee, or otherwise, directly to the Senior Agent to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid. In the event that, in the circumstances contemplated by this Section 5.a, and notwithstanding thethe foregoing provisions of this Section 5.a, the Subordinated Agent or any Subordinated Lender shall have received any payment or distribution of any kind or character (whether in cash, securities, assets, by setoff, or otherwise) that it is not entitled to receive under the foregoing provisions, then and in such event such payment or distribution shall be segregated and held in trust for the benefit of and immediately shall be paid over to the Senior Agent in accordance with Section 7 of this Subordination Agreement. b.

Continuing Priority. This Subordination Agreement is intended to be and shall be enforceable as a subordination agreement under the Bankruptcy Code (including, without limitation, Section 510 of Title 11 of the United States Code) notwithstanding the commencement of any Insolvency Proceeding, including under Bankruptcy Code Section 510 and any comparable provision of otherwise applicable law. In the event of any Insolvency Proceeding relative to any either Obligor or any arrangement, adjustment, composition or relief of any either Obligor or such Obligor's ’s debts or any marshaling of the assets of any either Obligor, then, in each case, the Holdings Agent and each Holdings Lender agrees that (i) all Senior Indebtedness this Agreement, including without limitation the claim subordination provided for in Section 2(a), the lien subordination provided in Section 2(b) and the limitations on enforcement of remedies provided for in Section 2(d), shall first apply and shall be paid in full in cash before any payment is made on the Subordinated Obligationsfully enforceable according to its terms; and (ii) any payment payment, distribution or distribution recovery of any kind or character (whether in cash, securities, assets, by set-off, or otherwise) to which that the Subordinated Holdings Agent or any Subordinated Holdings Lender would be entitled but for may receive or receive the provisions benefit of shall treated in accordance with this Section 5.a (Agreement, including any payment or distribution which may be payable or deliverable to any Subordinated Lender by reason of the payment of any other Indebtedness of such Obligor or its Subsidiaries being subordinated to payment of the Subordinated Obligationswithout limitation Sections 2(a), 2(h) shall be and 6 hereof; whether paid or delivered by the Person making such payment or distribution, including, but not limited toan Obligor, a trustee in bankruptcy, a receiver, a liquidating trustee, or otherwise, directly including without limitation, any payment, distribution or recovery to be made or received as a result of any Insolvency Proceeding, provided that such terms shall not apply in any Insolvency Proceedings relative to any Sponsor Entity or any of their subsidiaries other than the Senior Agent to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaidObligors. In the event that, notwithstanding the foregoing provisions of this Section 3(a), a determination is made in any Insolvency Proceeding or otherwise, that any Liens securing the Aimco Lien Indebtedness encumbering any Collateral are not enforceable for any reason, and the Holdings Agent or any Holdings Lender receives payment, distribution or recovery that otherwise would be prohibited under this Agreement in excess of what they would have received had such determination not been made, such excess shall (for so long as the Discharge of Aimco Lien Indebtedness has not occurred) be segregated and held in trust, or immediately paid over to, the Aimco Agent, to be applied to the Aimco Lien Indebtedness without recourse, representation or warranty, to the Aimco Agent in the circumstances contemplated by this Section 5.asame form as received, and notwithstanding thewith any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

Continuing Priority. This Subordination Agreement is intended to be enforceable as a subordination agreement notwithstanding the commencement of any Insolvency Proceeding, including under Bankruptcy Code Section 510 and any comparable provision of otherwise applicable law. In the event of any Insolvency Proceeding relative to any the Obligor or any arrangement, adjustment, composition or relief of any the Obligor or such the Obligor's ’s debts or any marshaling of the assets of any the Obligor, then, in each case, : (i) all Existing Pari Passu Indebtedness and all Senior Indebtedness shall first be paid, on a Pro Rata Pari Passu Basis, in full in cash before any payment is made from the Obligor on account of the Existing Junior Indebtedness; (ii) all Senior Indebtedness shall first be paid in full in cash before any payment is made from the Obligor on account of the Subordinated ObligationsExisting Junior Indebtedness; and (iiiii) any payment or distribution of any kind or character (whether in cash, securities, assets, by set-off, or otherwise) to which the Subordinated Agent any Party or any Subordinated Lender Person would be entitled but for the provisions of this Section 5.a 5a (including any payment or distribution which may be payable or deliverable to any Subordinated Lender such Party or Person by reason of the payment of any other Indebtedness of such the Obligor or its Subsidiaries subsidiaries being subordinated to payment of any of the Subordinated Obligationsforegoing) shall be paid or delivered by the Person making such payment or distribution, including, but not limited to, whether a trustee in bankruptcy, a receiver, a liquidating trustee, or otherwise, directly to the Senior Agent Party or Parties entitled to such payment or distribution under this Section 5a to the extent necessary to make payment in full of all Senior Indebtedness any amounts remaining unpaid. In the event thatIf, in the circumstances contemplated by this Section 5.a5a, and notwithstanding thethe foregoing provisions of this Section 5a, any Party shall have received any payment or distribution of any kind or character (whether in cash, securities, assets, by setoff, or otherwise) that it is not entitled to receive under the foregoing provisions, then and in such event such payment or distribution shall be segregated and held in trust for the benefit of and immediately shall be paid over to the Party or Parties entitled to such payment or distribution under this Section 5a.

Continuing Priority. This Subordination Agreement is intended to be enforceable as a subordination agreement notwithstanding the commencement of any Insolvency Proceeding, including under Bankruptcy Code Section 510 and any comparable provision of otherwise applicable law. In the event of any Insolvency Proceeding relative to any Obligor or any arrangement, adjustment, composition or relief of any Obligor or such Obligor's ’s debts or any marshaling of the assets of any Obligor, then, in each case, (i) all Senior Indebtedness shall first be paid in full in cash before any payment is made on the Subordinated Obligations; and (ii) any payment or distribution of any kind or character (whether in cash, securities, assets, by set-off, or otherwise) to which the any Subordinated Agent or any Subordinated Lender would be entitled but for the provisions of this Section 5.a (including any payment or distribution which may be payable or deliverable to any Subordinated Lender by reason of the payment of any other Indebtedness of such Obligor or its Subsidiaries being subordinated to payment of the Subordinated Obligations) shall be paid or delivered by the Person making such payment or distribution, including, but not limited to, a trustee in bankruptcy, a receiver, a liquidating trustee, or otherwise, directly to the Senior Agent to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid. In the event that, in the circumstances contemplated by this Section 5.a, and notwithstanding thethe foregoing provisions of this Section 5.a, any Subordinated Agent or any Subordinated Lender shall have received any payment or distribution of any kind or character (whether in cash, securities, assets, by setoff, or otherwise) that it is not entitled to receive under the foregoing provisions, then and in such event such payment or distribution shall be segregated and held in trust for the benefit of and immediately shall be paid over to the Senior Agent in accordance with Section 7 of this Subordination Agreement. b.

Continuing Priority. This Subordination Agreement is intended to be enforceable as a subordination agreement under the Bankruptcy Code (including, without limitation, Section 510 of Title II of the United States Code) notwithstanding the commencement of any Insolvency Proceeding, including under Bankruptcy Code Section 510 and any comparable provision of otherwise applicable law. In the event of any Insolvency Proceeding relative to any Obligor or any arrangement, adjustment, composition or relief of any Obligor or such Obligor's ’s debts or any marshaling of the assets of any Obligor, then, in each case, (i) all Senior Indebtedness shall first be paid in full in cash before any payment is made on the Subordinated ObligationsIndebtedness; and (ii) any payment or distribution of any kind or character (whether in cash, securities, assets, by set-off, or otherwise) to which the Subordinated Agent or any Subordinated Lender Creditor would be entitled but for the provisions of this Section 5.a 3(a) (including including, without limitation, any payment or distribution which may be payable or deliverable to any Subordinated Lender Creditor by reason of the payment of any other Indebtedness of such Obligor or its Subsidiaries being subordinated to payment of the Subordinated ObligationsIndebtedness) shall be paid or delivered by the Person making such payment or distribution, including, but not limited to, whether a trustee in bankruptcy, a receiver, a liquidating trustee, or otherwise, directly to the Senior Agent to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid. In the event that, in the circumstances contemplated by this Section 5.a3(a), and notwithstanding thethe foregoing provisions of this Section 3 (a), Creditor shall have received any payment or distribution of any kind or character (whether in cash, securities, assets, by setoff, or otherwise) that it is not entitled to receive by the foregoing provisions, then and in such event such payment or distribution shall be segregated and held in trust for the benefit of and immediately shall be paid over to Agent, for the benefit of the Lenders, in accordance with Section 2.