Operating Indebtedness of any Person means, at any date, without duplication, any Debt of such Person (a) in respect of AXXX, XXX and other similar life reserve requirements, (b) incurred in connection with repurchase agreements and securities lending, (c) to the extent the proceeds of which are used directly or indirectly (including for the purpose of funding portfolios that are used to fund trusts in order) to support AXXX, XXX and other similar life reserves, (d) to the extent the proceeds of which are used to fund discrete customer-related assets or pools of assets (and related hedge instruments and capital) that are at least notionally segregated from other assets and have sufficient cash flow to pay principal and interest thereof, with insignificant risk of other assets of the Company and its Subsidiaries being called upon to make such principal and interest payments or (e) excluded from financial leverage by both S&P and Moody's in their evaluation of such Person.
Except during the continuance of an Event of Default while the Credit Agreement is in effect, and thereafter an event (if any) which would permit a Hedge Bank or Operating Lender to exercise its remedies under a Hedge Agreement or Operating Indebtedness Agreement, respectively, each Guarantor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations.
The Lenders acknowledge that all Term Indebtedness, Operating Indebtedness and Swap Indebtedness (other than Excluded Swap Obligations (as defined in any Loan Party Guarantee)) shall be guaranteed under any Loan Party Guarantee and that, after delivery of an Acceleration Notice or the occurrence of any Insolvency Event, payments received in respect of any Term Indebtedness, Operating Indebtedness or Swap Indebtedness shall be applied as provided for in Section 9.4 and the other provisions hereof.
All Term Indebtedness, Operating Indebtedness and Swap Indebtedness shall rank in right of payment in priority to the Intercompany Subordinated Debt, the Convertible Debt and the Subordinated Debt.
Each Guarantor jointly and severally guarantees that all of the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement, the respective Hedge Agreement or the respective Operating Indebtedness Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party, Hedge Bank or Operating Lender with respect thereto.