the Indenture, and its permitted successors and assigns.
"Unasserted Contingent Obligations" means at any time, Obligations for taxes,
costs, indemnifications, reimbursements, damages and other liabilities (except
for (i) the principal of and interest and premium (if any) on, and fees relating
to, any Indebtedness and (ii) contingent reimbursement obligations in respect of
amounts that may be drawn under letters of credit) in respect of which no claim
or demand for payment has been made (or, in the case of Obligations for
indemnification, no notice for indemnification has been issued by the
indemnitee) at such time.
"Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as from
time to time in effect in the State of New York.
(B)
TERMS GENERALLY.
THE DEFINITIONS OF TERMS HEREIN SHALL APPLY
EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE
CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
THE WORD
"WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD
"SHALL".
UNLESS THE CONTEXT REQUIRES OTHERWISE (A) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN ACCORDANCE WITH THIS
AGREEMENT, (B) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE
SUCH PERSON'S SUCCESSORS AND ASSIGNS, (C) THE WORDS "HEREIN", "HEREOF" AND
"HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO THIS
AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, (D) ALL
REFERENCES HEREIN TO SECTIONS SHALL BE CONSTRUED TO REFER TO SECTIONS OF THIS
AGREEMENT AND (E) THE WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO HAVE
THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE
ASSETS AND PROPERTIES, INCLUDING CASH, SECURITIES, ACCOUNTS AND CONTRACT RIGHTS.
SECTION 2.
LIEN PRIORITIES.
2.1
SUBORDINATION.
NOTWITHSTANDING THE DATE, TIME, MANNER OR ORDER OF
FILING OR RECORDATION OF ANY DOCUMENT OR INSTRUMENT OR GRANT, ATTACHMENT OR
PERFECTION OF ANY LIENS GRANTED TO THE TRUSTEE OR THE NOTEHOLDERS ON THE COMMON
COLLATERAL OR OF ANY LIENS GRANTED TO FIRST-LIEN ADMINISTRATIVE AGENT, THE
SENIOR CREDIT AGENT OR THE SENIOR LENDERS ON THE COMMON COLLATERAL AND
NOTWITHSTANDING ANY PROVISION OF THE UCC, OR ANY APPLICABLE LAW OR THE
NOTEHOLDER DOCUMENTS OR THE SENIOR LENDER DOCUMENTS OR ANY OTHER CIRCUMSTANCE
WHATSOEVER (INCLUDING ANY NON-PERFECTION OF ANY LIEN PURPORTING TO SECURE THE
FIRST-LIEN INDEBTEDNESS AND/OR THE NOTEHOLDER CLAIMS, FOR EXAMPLE,
THE
CIRCUMSTANCE OF NON-PERFECTION OF THE LIEN PURPORTING TO SECURE THE SENIOR
LENDER CLAIMS AND PERFECTION OF THE LIEN PURPORTING TO SECURE THE NOTEHOLDER
CLAIMS), THE TRUSTEE, THE NOTEHOLDER COLLATERAL AGENT AND THE MORTGAGE TAX
COLLATERAL AGENT, ON BEHALF OF THEMSELVES AND THE NOTEHOLDERS, HEREBY AGREE
THAT:
(A) ANY LIEN ON THE COMMON COLLATERAL SECURING ANY SENIOR LENDER CLAIMS
NOW