Common use of Lien Subordination Clause in Contracts

Lien Subordination. Any Lien, security interest, encumbrance, ------------------ charge or claim of the Manager on any assets or property of the Company or any proceeds or revenues therefrom which the Manager may have at any time as security for any Management Fees shall be, and hereby is, subordinated to all Liens, security interests, or encumbrances now or hereafter granted to the Trustee by the Company or by law, notwithstanding the date or order of attachment or perfection of any such Lien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until all holders of Senior Debt have received payment in full in cash of the Senior Debt, or the Senior Debt is satisfied and discharged or defeased under the Indenture, the Manager agrees that the Manager will not assert or seek to enforce against the Company the Management Fees or any interest of the Manager in any collateral for any portion of the Management Fees and that the Trustee may dispose of any or all of the collateral for the Senior Debt free of any and all Liens, including, but not limited to, Liens created in favor of the Manager, through judicial or non-judicial proceedings, in accordance with applicable law including taking title, after five (5) days written notice to the Manager. The Manager hereby acknowledges that such notice if given five (5) days prior to such disposition of any of all of the collateral for the Senior Debt is sufficient and commercially reasonable. The Manager hereby agrees that any such sale or other disposition of so much of the collateral for the Senior Debt as is necessary to satisfy in full in cash all of the Senior Debt shall be free and clear of any security interest granted to the Manager; provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon the Trustee's request, the Manager shall execute and deliver any releases or other documents and agreements that the Trustee in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of the Manager's interest in same. The Manager retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

Lien Subordination. Any Lienlien, security interest, encumbrance, charge ------------------ charge or claim of the Manager Holder on any assets or property of the Company Guarantor or any proceeds or revenues therefrom which the Manager Holder may have at any time as security for any Management Fees Subordinated Debt shall be, and hereby is, subordinated to all Liensliens, security interests, or encumbrances now or hereafter granted to the Trustee Senior Creditors by the Company Guarantor or by law, notwithstanding the date or order of attachment or perfection of any such Lienlien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until all holders of Senior Debt Creditors have received payment in full in cash of the Senior DebtDebt and the Guaranteed Obligations (as defined in the Guaranty) and the Guaranty has terminated, or the Senior Debt is satisfied and discharged or defeased under the Indenture, the Manager Holder agrees that the Manager Holder will not assert or seek to enforce against Guarantor the Company the Management Fees Subordinated Debt or any interest of the Manager Holder in any collateral for any portion of the Management Fees Subordinated Debt and that the Trustee Senior Creditors may dispose of any or all of the collateral for the Senior Debt free of any and all Liensan liens, including, including but not limited to, Liens to liens created in favor of the ManagerHolder, through judicial or non-judicial proceedings, in accordance with applicable law including taking title, after five ten (510) days written notice to the ManagerHolder. The Manager Holder hereby acknowledges that such notice if given five ten (510) days prior to such disposition of any of all of the collateral for the Senior Debt is sufficient and commercially reasonable. The Manager Holder hereby agrees that any such sale or other disposition by Senior Creditors of so much of the collateral for the Senior Debt as is necessary to satisfy in full in cash all of the principal of, interest on and reasonable costs of collection of the Senior Debt shall be free and clear of any all security interest granted to the Manager; Holder provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon the Trusteeany Senior Creditor's request, the Manager Holder shall execute and deliver any releases or other documents and agreements that the Trustee such Senior Creditor in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of the ManagerHolder's interest in same. The Manager Holder retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

Lien Subordination. Any Lienlien, security interest, encumbrance, ------------------ charge or claim of the Manager Holder on any assets or property of the Company Guarantor or any proceeds or revenues therefrom which the Manager Holder may have at any time as security for any Management Fees Subordinated Debt shall be, and hereby is, subordinated to all Liensliens, security interests, or encumbrances now or hereafter granted to the Trustee Senior Creditors by the Company Guarantor or by law, notwithstanding the date or order of attachment or perfection of any such Lienlien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until all holders of Senior Debt Creditors have received payment in full in cash of the Senior DebtDebt and the Guaranteed Obligations (as defined in the Guaranty) and the Guaranty has terminated, or the Senior Debt is satisfied and discharged or defeased under the Indenture, the Manager Holder agrees that the Manager Holder will not assert or seek to enforce against Guarantor the Company the Management Fees Subordinated Debt or any interest of the Manager Holder in any collateral for any portion of the Management Fees Subordinated Debt and that the Trustee Senior Creditors may dispose of any or all of the collateral for the Senior Debt free of any and all Liensan liens, including, including but not limited to, Liens to liens created in favor of the ManagerHolder, through judicial or non-judicial proceedings, in accordance with applicable law including taking title, after five ten (510) days written notice to the ManagerHolder. The Manager Holder hereby acknowledges that such notice if given five ten (510) days prior to such disposition of any of all of the collateral for the Senior Debt is sufficient and commercially reasonable. The Manager Holder hereby agrees that any such sale or other disposition by Senior Creditors of so much of the collateral for the Senior Debt as is necessary to satisfy in full in cash all of the principal of, interest on and reasonable costs of collection of the Senior Debt shall be free and clear of any all security interest granted to the Manager; Holder provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon the Trusteeany Senior Creditor's request, the Manager Holder shall execute and deliver any releases or other documents and agreements that the Trustee such Senior Creditor in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of the ManagerHolder's interest in same. The Manager Holder retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

Lien Subordination. Any Lien, security interest, encumbrance, ------------------ charge or claim (a) The Subordinated Debt shall be unsecured and the Company shall not grant any Liens to secure any of the Manager on Subordinated Debt. To the extent any assets or property of the Company or any proceeds or revenues therefrom which the Manager may have at any time as security for any Management Fees shall beLien is ever granted, and hereby is, subordinated to all Liens, security interests, or encumbrances now or hereafter granted to the Trustee by the Company or by law, notwithstanding the date or order of attachment or perfection of any such Lien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until all holders of Senior Debt have received payment in full in cash of the Senior Debt, the Securities Purchase Agreement and the other Transaction Documents and any and all other documents and instruments evidencing or creating the Senior Debt is satisfied and discharged all guaranties, mortgages, security agreements, pledges and other collateral guarantying or defeased under the Indenture, the Manager agrees that the Manager will not assert or seek to enforce against the Company the Management Fees or any interest of the Manager in any collateral for any portion of the Management Fees and that the Trustee may dispose of any or all of the collateral for securing the Senior Debt free or any part thereof shall be senior to the Subordinated Debt and the Subordinated Documents irrespective of the time of the execution, delivery or issuance of any and all Liensthereof or the filing or recording for perfection of any thereof or the filing of any financing statement or continuation statement relating to any thereof. Each Subordinated Creditor hereby agrees, including, but not limited to, Liens created in favor upon request of the ManagerSenior Creditors at any time and from time to time, through judicial to execute such other documents or non-judicial proceedings, in accordance with applicable law including taking title, after five (5) days written notice to the Manager. The Manager hereby acknowledges that such notice if given five (5) days prior to such disposition of any of all of the collateral for instruments as may be requested by the Senior Debt is sufficient and commercially reasonable. The Manager hereby agrees that any such sale Creditors further to evidence of public record or other disposition otherwise the senior priority of so much of the collateral for the Senior Debt as is necessary contemplated hereby. Each Subordinated Creditor further agrees to satisfy in full in cash all maintain on its books and records such notations as the Senior Creditors may reasonably request to reflect the subordination contemplated hereby and to perfect or preserve the rights of the Senior Debt shall be free Creditors hereunder. (b) Each Subordinated Creditor agrees that, within two (2) days following the Senior Creditors’s written request therefor, such Subordinated Creditor will execute, deliver and clear of file any security interest granted and all such termination statements, mortgage discharges, lien releases and other agreements and instruments as the Senior Creditors reasonably deems necessary or appropriate in order to give effect to the Manager; provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of preceding sentence. Each Subordinated Creditor hereby irrevocably appoints the Senior Debt. Upon the Trustee's requestCreditors, and its successors and assigns, and their respective officers, with full power of substitution, the Manager shall execute true and deliver any releases or other documents and agreements that the Trustee in its reasonable discretion deems necessary to dispose lawful attorney(s) of the collateral such Subordinated Creditor for the Senior Debt free purpose of the Manager's interest in same. The Manager retains all of its rights as a junior secured creditor with respect effecting any such executions, deliveries and filings if and to the surplus, if any, arising from any extent that such disposition Subordinated Creditor shall have failed to perform such obligations pursuant to the foregoing provisions of the collateral for the Senior Debtthis Section 8(b) within such period.

Lien Subordination. Any Lienlien, security interest, encumbrance, charge ------------------ charge or claim of the Manager on any assets or property of the Company or any proceeds or revenues therefrom which the Manager may have at any time as security for any Management Fees Subordinated Obligations shall be, and hereby is, subordinated to all Liensliens, security interests, or encumbrances now or hereafter granted to the Trustee by the Company or by law, notwithstanding the date or order of attachment or perfection of any such Lienlien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until all holders of Senior Debt have received payment in full in cash of the Senior Debt, or the Senior Debt is satisfied and discharged or defeased under the Indenture, the Manager agrees that the Manager will not assert or seek to enforce against the Company the Management Fees Subordinated Obligations or any interest of the Manager in any collateral for any portion of the Management Fees Subordinated Obligations and that the Trustee may dispose of any or all of the collateral for the Senior Debt free of any and all Liensliens, including, but not limited to, Liens liens created in favor of the Manager, through judicial or non-judicial proceedings, in accordance with applicable law including taking title, after five (5) days written notice to the Manager. The Manager hereby acknowledges that such notice if given five (5) days prior to such disposition of any of or all of the collateral for the Senior Debt is sufficient and commercially reasonable. The Manager hereby agrees that any such sale or other disposition of so much of the collateral for the Senior Debt as is necessary to satisfy in full in cash all of the Senior Debt shall be free and clear of any security interest granted to the Manager; provided that the entire -------- proceeds (after deducting reasonable expenses -------- of sale) are applied in reduction of the Senior Debt. Upon the Trustee's request, the Manager shall execute and deliver any releases or other documents and agreements that the Trustee in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of the Manager's interest in the same. The Manager retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

Lien Subordination. Any Lien, security interest, encumbrance, ------------------ charge or claim of the Manager on any assets or property of the Company Company, or any proceeds or revenues therefrom therefrom, which the Manager may have at any time as security for any the Management Fees shall be, and hereby is, subordinated to all Liens, security interests, or encumbrances now or hereafter granted to the Lessor/Trustee by the Company or by law, notwithstanding the date or order of attachment or perfection of any such Lien, security interest, encumbrance or encumbrance, claim or charge or the provision of any applicable law. Until all holders of Senior Debt have received payment in full in cash of the Senior DebtDebt shall have been paid in full, in cash, or the Senior Debt is satisfied and discharged or defeased under the IndentureOperative Documents, the Manager agrees that the Manager will not assert or seek to enforce against the Company the Management Fees or any interest of the Manager in any collateral for any portion of the Management Fees and that the Lessor/Trustee may dispose of any or all of the collateral for the Senior Debt free of any and all Liens, including, but not limited to, Liens created in favor of the Manager, through judicial or non-non- judicial proceedings, in accordance with applicable law law, including taking title, after five (5) days written notice to the Manager. The Manager hereby acknowledges that such notice notice, if given five (5) days prior to such disposition of any of or all of the collateral for the Senior Debt Debt, is sufficient and commercially reasonable. The Manager hereby agrees that any such sale or other disposition of so much of the collateral for the Senior Debt as is necessary to satisfy in full full, in cash cash, all of the Senior Debt shall be free and clear of any security interest granted to the Manager; provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon the Lessor/Trustee's request, the Manager shall execute and deliver any releases or other documents and agreements that the Lessor/Trustee in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of the Manager's interest in same. The Manager retains shall retain all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

Lien Subordination. Any Lienlien, security interest, encumbrance, ------------------ charge or claim of the Manager Consultant on any assets or property of the Company Tribe or any proceeds or revenues therefrom which the Manager Consultant may have at any time as security for any Management Fees Subordinated Obligations shall be, and hereby is, subordinated to all Liensliens, security interests, or encumbrances now or hereafter granted to the Trustee by the Company Tribe or by lawlaw with respect to any Tax Exempt Debt, notwithstanding the date or order of attachment or perfection of any such Lienlien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until all holders of Senior Tax Exempt Debt have received payment in full in cash of the Senior Debtcash, or the Senior Debt is satisfied and discharged or defeased under the Indentureif necessary, the Manager Consultant agrees that the Manager it will not assert or seek to enforce against the Company Tribe the Management Fees Subordinated Obligations or any interest of the Manager Consultant in any collateral for any portion of securing the Management Fees Subordinated Obligations and that the Trustee may dispose of any or all of the collateral for the Senior Tax Exempt Debt free of any and all Liensliens, including, 7 but not limited to, Liens liens created in favor of the ManagerConsultant, through judicial or non-judicial proceedings, in accordance with applicable law including taking title, after five (5) days written notice to the ManagerConsultant. The Manager Consultant hereby acknowledges that such notice if given five (5) days prior to such disposition of any of all of the collateral for the Senior Tax Exempt Debt is sufficient and commercially reasonable. The Manager Consultant hereby agrees that any such sale or other disposition of so much of the collateral for the Senior Tax Exempt Debt as is necessary to satisfy in full in cash all of the Senior Tax Exempt Debt shall be free and clear of any security interest granted to the ManagerConsultant; provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Tax Exempt Debt. Upon the Trustee's request, the Manager Consultant shall execute and deliver any releases or other documents and agreements that the Trustee in its reasonable discretion deems necessary to dispose of the collateral for the Senior Tax Exempt Debt free of the ManagerConsultant's interest in same. The Manager Consultant retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Tax Exempt Debt.

Lien Subordination. Any Lien, security interest, encumbrance, ------------------ charge or claim of the Manager on any assets or property of the Company or any proceeds or revenues therefrom which the Manager may have at any time as security for any Management Fees Subordinated Obligations shall be, and hereby is, subordinated to all Liens, security interests, or encumbrances now or hereafter granted to the Trustee by the Company or by law, notwithstanding the date or order of attachment or perfection of any such Lien, security interest, encumbrance or claim or charge or the provision of any applicable law. Until all holders of Senior Debt have received payment in full in cash of the Senior Debt, or the Senior Debt is satisfied and discharged or defeased under the Indenture, the Manager agrees that the Manager will not assert or seek to enforce against the Company the Management Fees Subordinated Obligations or any interest of the Manager in any collateral for any portion of the Management Fees Subordinated Obligations and that the Trustee may dispose of any or all of the collateral for the Senior Debt free of any and all Liens, including, but not limited to, Liens created in favor of the Manager, through judicial or non-judicial proceedings, in accordance with applicable law including taking title, after five (5) days written notice to the Manager. The Manager hereby acknowledges that such notice if given five (5) days prior to such disposition of any of all of the collateral for the Senior Debt is sufficient and commercially reasonable. The Manager hereby agrees that any such sale or other disposition of so much of the collateral for the Senior Debt as is necessary to satisfy in full in cash all of the Senior Debt shall be free and clear of any security interest granted to the Manager; provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon the Trustee's request, the Manager shall execute and deliver any releases or other documents and agreements that the Trustee in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of the Manager's interest in same. The Manager retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

Lien Subordination. Any Lien, security interest, encumbrance, ------------------ charge or claim Lien of the Manager on or in any assets or property of the Company or any proceeds or revenues therefrom which the Manager may have at any time as security for any Management Fees Subordinated Obligations shall be, and hereby is, subordinated to all Liens, security interests, or encumbrances Liens now or hereafter granted to the Trustee by the Company or by lawavailable at law or in equity, notwithstanding the date or order of attachment or perfection of any such Lien, security interest, encumbrance or claim or charge Lien or the provision of any applicable lawlaw or in equity. Until all holders of Senior Debt have received indefeasible payment in full in cash of the Senior Debt, or the Senior Debt is satisfied and discharged or defeased under the Indenture, the Manager agrees that the Manager will not assert or seek to enforce against the Company the Management Fees Subordinated Obligations or any Lien or other interest of the Manager in any collateral for any portion of the Management Fees Subordinated Obligations and that the Trustee may dispose of any or all of the collateral for the Senior Debt free of any and all Liens, including, but not limited to, Liens created in favor of the Manager, through judicial or non-judicial proceedings, in accordance with applicable law including law, including, without limitation, taking titletitle to any such collateral, after five (5) days written notice to the Manager. The Manager hereby acknowledges that such notice if is given five (5) days prior to such disposition of any of all of the collateral for the Senior Debt is sufficient and commercially reasonable. The Manager hereby agrees that any such sale or other the disposition of so much of the collateral for the Senior Debt as is necessary to satisfy in full in cash all of the Senior Debt shall be free and clear of any security interest granted to the ManagerManager in respect of the Subordinated Obligations; provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of the Senior Debt. Upon the Trustee's request, the Manager shall execute and deliver any releases or other documents and agreements that the Trustee in its reasonable discretion deems necessary to dispose of the collateral for the Senior Debt free of the Manager's interest Liens or other interests in samesuch collateral in respect of the Subordinated Obligations. The Manager retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debt.

Lien Subordination. Any Lien, security interest, encumbrance, ------------------ charge or claim Lien of the Manager Lender on any assets or property of the Company Borrower or any proceeds or revenues therefrom which the Manager Lender may have at any time as security for any Management Fees amounts due and obligations under this Note shall be, and hereby is, subordinated be subordinate to all Liens, security interests, or encumbrances Liens now or hereafter granted to the Trustee a holder of Senior Indebtedness by the Company Borrower or by law, notwithstanding the date or order of attachment or perfection of any such Lien, security interest, encumbrance or claim or charge Lien or the provision provisions of any applicable law. Until all holders of Senior Debt have received payment in full in cash of the all of Borrower's Senior DebtIndebtedness, or the Senior Debt is satisfied and discharged or defeased under the Indenture, the Manager Lender agrees that the Manager will not assert or seek to enforce against the Company the Management Fees or any interest a holder of the Manager in any collateral for any portion of the Management Fees and that the Trustee Senior Indebtedness may dispose of any or all of the collateral for the Senior Debt Indebtedness held by such holder free and clear of any and all Liens, including, but not limited to, Liens created in favor of the Manager, through judicial or non-judicial proceedings, Lender in accordance with applicable law including taking title, title to such collateral after five (5) days written notice to the ManagerLender. The Manager hereby acknowledges that such notice if given five (5) days prior to such disposition of any of all of the collateral for the Senior Debt is sufficient and commercially reasonable. The Manager hereby Lender agrees that any such sale or other disposition by a holder of so much of the collateral for the Senior Debt Indebtedness as is necessary to satisfy in full in cash full, all of the principal of, interest on and reasonable costs of collection of the Senior Debt Indebtedness shall be made free and clear of any security interest Lien granted to the Manager; Lender provided that the entire -------- proceeds (after deducting reasonable expenses of sale) are applied in reduction of to reduce the Senior DebtIndebtedness. Upon the Trustee's requestrequest of a holder of Senior Indebtedness, the Manager Lender shall execute and deliver or cause to be executed and delivered any releases or other documents and agreements that the Trustee in its reasonable discretion deems necessary a holder of Senior Indebtedness may reasonably request to dispose of the collateral for the Senior Debt Indebtedness free of the Manager's interest any Lien of Lender in same. The Manager retains all of its rights as a junior secured creditor with respect to the surplus, if any, arising from any such disposition of the collateral for the Senior Debtcollateral.