Common use of Subordination of Liens and Security Interests Clause in Contracts

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminated, all liens and security interests of Subordinated Creditor in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent (for its benefit and the benefit of the Senior Lenders) in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent in the Collateral securing the Senior Debt. In the event that Agent releases or agrees to release any of its liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of the liens and security interests of Subordinated Creditor in such Collateral. In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6. 2.7 Application of Proceeds from Sale or other Disposition of the Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior Debt Documents or as otherwise consented to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated. 2.8

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release Liens. Until Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens and security interests of Junior Lender in the Collateral, until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminatedcash, all liens any Liens and security interests of Subordinated Creditor the Junior Lender in the Collateral which may exist from time to time (whether the same exist in breach of this Agreement or otherwise) shall be and hereby are subordinated for all purposes and in all respects to the liens Liens and security interests of the Senior Agent (for its benefit and the benefit of the Senior Lenders) Lenders in the Collateral, regardless of the time, manner manner, perfection or order of perfection of any such liens Liens and security interests. Subordinated Creditor The Junior Lender, on behalf of itself and the Junior Creditors, agrees that it will not, and will not cause or support any other Person to, at any time contest contest, seek to avoid or subordinate the validity, perfection, priority priority, extent or enforceability of the Senior Debt, the Senior Debt Documents, this Agreement or the liens any Liens and security interests of the Senior Agent and the Senior Lenders in the Collateral securing the Senior Debt. In the event The Junior Lender agrees that Agent releases or agrees to release it will not acquire any of its liens Lien on or security interests interest in any property or asset unless the Collateral Senior Agent, for the benefit of the Senior Lenders, has a senior, valid, perfected and enforceable Lien on and security interest in connection such property or asset pursuant to the Senior Loan Documents. Subject to compliance with the sale terms of this Agreement, the Senior Agent, on behalf of itself and the Senior Lenders, agrees that it will not, and will not cause or support any other disposition thereof Person to, at any time contest, or seek to avoid the validity, perfection, priority, extent or enforceability of the Subordinated Debt, the Subordinated Debt Documents, this Agreement or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of the liens Liens and security interests of the Junior Lender in the Collateral securing the Subordinated Creditor Debt permitted hereunder. The Senior Agent agrees that it will not acquire any Lien on or security interest in any property or asset unless the Junior Lender is permitted to obtain valid, perfected and enforceable Lien on and security interest in such Collateral. In furtherance of property or asset pursuant to the foregoingSubordinated Debt Documents, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-factand is also expressly permitted, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6. 2.7 Application of Proceeds from Sale Agreement, to obtain a Lien on and security interest in such property or other Disposition of asset, subordinate only to the Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms Liens of the Senior Debt Documents or as otherwise consented Agent pursuant to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated. 2.8Documents.

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release Liens. Until Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens and security interests of Junior Lender in the Collateral, until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminatedcash, all liens any Liens and security interests of Subordinated Creditor the Junior Lender in the Collateral which may exist from time to time (whether the same exist in breach of this Agreement or otherwise) shall be and hereby are subordinated for all purposes and in all respects to the liens Liens and security interests of the Senior Agent (for its benefit and the benefit of the Senior Lenders) Lenders in the Collateral, regardless of the time, manner manner, perfection or order of perfection of any such liens Liens and security interests. Subordinated Creditor The Junior Lender, on behalf of itself and the Junior Creditors, agrees that it will not, and will not cause or support any other Person to, at any time contest contest, seek to avoid or subordinate the validity, perfection, priority priority, extent or enforceability of the Senior Debt, the Senior Debt Documents, this Agreement or the liens any Liens and security interests of the Senior Agent and the Senior Lenders in the Collateral securing the Senior Debt. In the event The Junior Lender agrees that Agent releases or agrees to release it will not acquire any of its liens Lien on or security interests interest in any property or asset unless the Collateral Senior Agent, for the benefit of the Senior Lenders, has a senior, valid, perfected and enforceable Lien on and security interest in connection such property or asset pursuant to the Senior Loan Documents. Subject to compliance with the sale terms of this Agreement, the Senior Agent, on behalf of itself and the Senior Lenders, agrees that it will not, and will not cause or support any other disposition thereof Person to, at any time contest, or seek to avoid the validity, perfection, priority, extent or enforceability of the Subordinated Debt, the Subordinated Debt Documents, this Agreement or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of the liens Liens and security interests of the Junior Lender in the Collateral securing the Subordinated Creditor Debt permitted hereunder. The Senior Agent agrees that it will not acquire any Lien on or security interest in any property or asset unless the Junior Lender is permitted to obtain valid, perfected and enforceable Lien on and security interest in such Collateral. In furtherance of property or asset pursuant to the foregoingSubordinated Debt Documents, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-factand is also expressly permitted, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6Agreement, to obtain a Lien on -12- and security interest in such property or asset, subordinate only to the Liens of the Senior Agent pursuant to the Senior Debt Documents. 2.7 2.7. Application of Proceeds from Sale or other Disposition of the Collateral. In Subject to Section 2.2(g) and Section 2.11, in the event of any sale, transfer or other disposition (including without limitation a casualty loss or loss, taking through eminent domaindomain or otherwise) of the Collateral, the proceeds resulting therefrom (including without limitation insurance proceeds) shall be applied in accordance with the terms of the Senior Debt Documents or as otherwise consented to by the Senior Agent and Required Lenders (as defined in the Senior Lenders Credit Agreement) until such time as the Senior Debt is indefeasibly paid in full in cash cash; provided (A) the Liens of the Junior Lender attach to the proceeds of such disposition, and (B) any such proceeds received after any Enforcement Action by Senior Agent are applied first, in permanent reduction of the Senior Debt, and, following the indefeasible payment in full of the Senior Debt, to the Subordinated Debt. 2.8. Sale, Transfer or other Disposition of Subordinated Debt (a) The Junior Lender shall not sell, assign, pledge, dispose of or otherwise transfer all commitments or any portion of the Subordinated Debt or any Subordinated Debt Document unless, prior to lend under the consummation of any such action, the transferee thereof shall execute and deliver to the Senior Agent a joinder agreement substantially similar to the agreement attached hereto as Exhibit A, providing for the continued subordination of the Subordinated Debt to the Senior Debt Documents have been terminatedas provided herein and for the continued effectiveness of all of the rights of the Senior Agent and the Senior Lenders arising under this Agreement. 2.8(b) Notwithstanding the failure of any transferee to execute or deliver an agreement substantially identical to this Agreement, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Subordinated Debt, and the terms of this Agreement shall be binding upon the successors and assigns of Junior Lender, as provided in Section 11 hereof. 2.9.

Subordination of Liens and Security Interests. Agreement Not to ContestAGREEMENT NOT TO CONTEST; Agreement to Release LiensAGREEMENT TO RELEASE LIENS. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminated(or other consideration acceptable to Agent in its sole discretion), all liens and security interests of the Subordinated Creditor Creditors in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent (for its benefit and the benefit of the Senior Lenders) Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interestsinterests and whether such liens and security interests of Agent are set aside, avoided or unperfected. Each Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Agent releases or agrees Senior Lenders release or agree to release any of its their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold sold, disposed of or retained pursuant to a foreclosure or similar action, each Subordinated Creditor shall (or shall cause its agentagent to) to promptly deliver (and execute and deliver as appropriate) to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such CollateralCollateral so long as (A) the net proceeds of such sale, disposition, foreclosure or similar action are applied to the permanent payment of the Senior Debt, (B) any proceeds from such sale or other disposition received by the Agent in excess of the Senior Debt Limit shall be promptly delivered to the Subordinated Creditors (subject to any prior rights of third parties) and (C) such release by the Subordinated Creditors shall not extend to the proceeds from such sale or other disposition. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to deliver (and execute and deliver as appropriate) any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section subsection 2.6. 2.7 Application of Proceeds from Sale or other Disposition of the Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior Debt Documents or as otherwise consented to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated. 2.8.