Lender Group thereunder or in connection
therewith, whether now existing or hereafter arising, and whether due or to
become due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, and including without limitation interest, fees, and other such
amounts, which would accrue and become due but for the commencement of an
Insolvency Event, whether or not such interest, fees, and other amounts are
allowed or allowable in whole or in part in any such Insolvency Event.
"Subordinated Debt" means, with respect to each Obligor, all indebtedness,
liabilities, and other obligations of any other Obligor owing to such Obligor in
respect of any and all loans or advances made by such Obligor to such other
Obligor whether now existing or hereafter arising, and whether due or to become
due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, including all fees and all other amounts payable by any other
Obligor to such Obligor under or in connection with any documents or instruments
related thereto.
"Subordinated Debt Payment" means any payment or distribution by or on behalf of
the Obligors, directly or indirectly, of assets of the Obligors of any kind or
character, whether in cash, property, or securities, including on account of the
purchase, redemption, or other acquisition of Subordinated Debt, as a result of
any collection, sale, or other disposition of collateral, or by setoff,
exchange, or in any other manner, for or on account of the Subordinated Debt.
(C)
INTERPRETATION.
UNLESS THE CONTEXT OF THIS AGREEMENT CLEARLY
REQUIRES OTHERWISE, REFERENCES TO THE PLURAL INCLUDE THE SINGULAR, REFERENCES TO
THE SINGULAR INCLUDE THE PLURAL, THE TERM "INCLUDING" IS NOT LIMITING, AND THE
TERM "OR" HAS, EXCEPT WHERE OTHERWISE INDICATED, THE INCLUSIVE MEANING
REPRESENTED BY THE PHRASE "AND/OR."
THE WORDS "HEREOF," "HEREIN," "HEREBY,"
"HEREUNDER," AND SIMILAR TERMS IN THIS AGREEMENT REFER TO THIS AGREEMENT AS A
2
WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
SECTION,
SUBSECTION, CLAUSE, SCHEDULE, AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT
UNLESS OTHERWISE SPECIFIED.
REFERENCES TO AGREEMENTS AND OTHER CONTRACTUAL
INSTRUMENTS SHALL BE DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER
MODIFICATIONS THERETO.
REFERENCES TO STATUTES OR REGULATIONS ARE TO BE
CONSTRUED AS INCLUDING ALL STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING,
AMENDING, OR REPLACING THE STATUTE OR REGULATION REFERRED TO.
THE CAPTIONS AND
HEADINGS ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
CONSTRUCTION OF THIS AGREEMENT.
SECTION 2
SUBORDINATION TO PAYMENT OF SENIOR DEBT.
AS TO EACH
OBLIGOR, ALL PAYMENTS ON ACCOUNT OF THE SUBORDINATED DEBT SHALL BE SUBJECT,
SUBORDINATE, AND JUNIOR, IN RIGHT OF PAYMENT AND EXERCISE OF REMEDIES, TO THE
EXTENT AND IN THE MANNER SET FORTH HEREIN, TO THE PRIOR PAYMENT, IN FULL, IN
CASH OR CASH EQUIVALENTS OF THE SENIOR DEBT (OR THE COLLATERALIZATION THEREOF IN
A MANNER REASONABLY SATISFACTORY TO COLLATERAL AGENT).
SECTION 3
SUBORDINATION UPON ANY DISTRIBUTION OF ASSETS OF THE
OBLIGORS.
AS TO EACH OBLIGOR, IN THE EVENT OF ANY PAYMENT OR DISTRIBUTION OF
ASSETS OF ANY OTHER OBLIGOR OF ANY KIND OR CHARACTER,