Certain Subordination Terms Clause Samples
Certain Subordination Terms. Until all Senior Claims shall have --------------------------- been paid in full, notwithstanding anything in the Plant O&M Agreement to the contrary:
2.1 Junior Claimant acknowledges that, notwithstanding anything in the Plant O&M Agreement to the contrary, Navy II may pay to Junior Claimant Subordinated O&M Fees due and payable to Junior Claimant, solely to the extent funds are available for such payment from amounts transferred to the Operating and Maintenance Fees Account pursuant to subsection (vi) of Section 3.1(c) of the Deposit and Disbursement Agreement; provided that no Subordinated O&M Fees -------- exceeding, in the aggregate with (a) all Subordinated O&M Fees due and payable to Junior Claimant by Navy II or any other Coso Partnership with which Junior Claimant has entered into an agreement to provide operating and maintenance services, (b) all Operating and Maintenance Fees (as defined in the Indenture), exclusive of any reimbursement of costs, payable to Coso Operating Company, a Delaware limited liability company, by Navy II or any other Coso Partnership, and (c) all other operating and/or maintenance fees payable to any other present or future provider of operating and maintenance services to any Coso Partnership (other than any such fees constituting reimbursement of expenses), in each case within the twelve month period immediately preceding any date of payment, the Base O&M Fee Amount, may be paid unless (x) on the date of payment each of the conditions set forth under Section 3.8 of the Deposit and Disbursement Agreement are satisfied, and (y) the Trustee has received a certificate of a Responsible Officer of Navy II certifying to that effect. Except as and to the extent expressly provided in this Section 2.1, Navy II shall not, directly or indirectly, make any payment on or in respect of the Subordinated O&M Fees, and Navy II shall not in any event transfer any collateral for any part of, the Subordinated O&M Fees.
2.2 Except for the right to demand and accept payments set forth in Section 2.1 hereof, Junior Claimant shall not demand, ▇▇▇ for, or accept from Navy II any such payment or collateral, nor take any other action to enforce or collect upon any such payment or to enforce its rights, in either case in respect of the Subordinated O&M Fees, nor set off against obligations owed to Navy II under the Plant O&M Agreement or otherwise against any part of the Subordinated O&M Fees. Notwithstanding anything in the Plant O&M Agreement to...
Certain Subordination Terms. Until the Senior Obligations Termination Date, and notwithstanding anything in the Subordinated Debt Documents to the contrary:
2.1. Except as permitted under the Senior Claim Documents, the Subordinated Debtor shall not, directly or indirectly, make any payment of principal, interest or otherwise on or in respect of the Subordinated Debt.
Certain Subordination Terms. Until all Senior Claims shall have been paid in full and the Senior Claimants' commitments irrevocably terminated under the Credit Documents, and notwithstanding anything in the Subordinated Debt Documents to the contrary:
2.1 Except as permitted under the Credit Agreement (including Sections 3.10 and 7.2.1
Certain Subordination Terms. Until the Senior Obligations Termination Date, and notwithstanding anything in the Subordinated Debt Documents to the contrary:
2.1. Except as permitted under the Senior Claim Documents, the Subordinated Debtor shall not, directly or indirectly, make any payment of principal, interest or otherwise on or in respect of the Subordinated Debt.
2.2. Except for the right to accept payments as provided in Section [___].2.1 or [__].2.5(b), Junior Claimant shall not demand, ▇▇▇ for or accept from the Subordinated Debtor or any other Person any such payment or collateral, nor take any other action to enforce or collect upon any such payment or to enforce its rights to receive any such payment, in either case in respect of the Subordinated Debt, provided, however, that nothing herein shall limit the right or ability of Junior Claimant (i) to receive payments from the Subordinated Debtor in respect of the Subordinated Debt as provided in Section [___].2.1 so long as no default or event of default under any Secured Debt Document has occurred and is continuing, or (ii) to accelerate the maturity of the Subordinated Debt at any time after all of the Senior Claims have been accelerated; and provided further, that in the event that after an acceleration any of the Senior Claimants rescind the acceleration of the Senior Claims, and provide written notice to Junior Claimant thereof, or Junior Claimant otherwise becomes aware of such rescission, Junior Claimant shall rescind the acceleration of the Subordinated Debt.
2.3. Neither the Subordinated Debtor nor Junior Claimant shall take any action prejudicial to or inconsistent with the Senior Claimants' priority position over Junior Claimant created by this Article, including, without limitation, any action which will hinder, delay or otherwise prevent the Senior Claimants from taking any action they deem necessary to enforce rights with respect to the Senior Claims or the Lien of the Senior Claim Documents. The Junior Claimant shall not take any action or otherwise act to contest on account of the Subordinated Debt (i) the validity or priority of any Liens or security interests granted to, or for the benefit of, the Senior Claimants, (ii) the relevant rights and duties of the Senior Claimants with respect to Junior Claimant on account of any Subordinated Debt as established in this Article or (iii) the Senior Claimants' exercise of remedies in accordance with the Senior Claim Documents.
2.4. Each document or instrument evidenc...
Certain Subordination Terms. 2 3. Credit Agreement and Credit Documents.....................................4 4.
Certain Subordination Terms. Until the Senior Obligations Termination Date, and notwithstanding anything in the Subordinated Debt Documents to the contrary:
Certain Subordination Terms. Until all Senior Claims shall have been paid in full and the Senior Claimants' commitments irrevocably terminated under the Credit Documents, and notwithstanding anything in any of the Subordinated Contracts to the contrary:
2.1 Junior Claimant acknowledges that, notwithstanding anything in any of the Subordinated Contracts to the contrary, Project Owner may pay to Junior Claimant Subordinated O&M Costs due to Junior Claimant under Waterfall Level 6 of Section 7.2 of the Credit Agreement only if and to the extent monies are sufficient for the payment thereof pursuant to such Section 7.
Certain Subordination Terms. Until all Senior Claims shall have --------------------------- been paid in full, notwithstanding anything in a Management Agreement to the contrary:
2.1. Junior Claimant acknowledges that, notwithstanding anything in any Management Fee Agreement to the contrary, BLM may pay to Junior Claimant Subordinated Management Fee due and payable to Junior Claimant, solely to the extent funds are available for such payment from amounts transferred to the Operating and Maintenance Fees Account pursuant to subsection (vii) of Section 3.1(c) of the Deposit and Disbursement Agreement.
2.2. Except for the right to demand and accept payments set forth in Section 2.1 hereof, Junior Claimant shall not demand, ▇▇▇ for, or accept from BLM any such payment or collateral, nor take any other action to enforce or collect upon any such payment or to enforce its rights, in either case in respect of the Subordinated Management Fees, nor set off against obligations owed to BLM under a Management Fee Agreement or otherwise against any part of the Subordinated Management Fees. Notwithstanding anything in a Management Fee Agreement to the contrary, the failure by BLM to pay any Subordinated Management Fees shall not under any circumstances, except when the funds are available therefor and payment is permitted under Section 2.1 hereof, constitute a breach or default under either of a Management Fee Agreement.
2.3. Neither BLM nor Junior Claimant shall otherwise take any action prejudicial to or inconsistent with the Senior Claimants' priority position over Junior Claimant created by this Agreement.
2.4. Each negotiable instrument or promissory note, if any, evidencing Subordinated Management Fees or a lien, if any, in respect thereof shall bear a legend (or otherwise include provisions satisfactory to Collateral Agent) providing that payment of the Subordinated Management Fees thereunder and the priority of any such lien have been subordinated to prior payment of the Senior Claims and the liens in respect thereof in the manner and to the extent set forth in this Agreement.
2.5. Junior Claimant shall not commence or voluntarily permit BLM to commence or join with any other creditor or creditors of BLM in commencing any Proceeding against BLM; provided that Junior Claimant shall not be so -------- restricted with respect to claims arising directly out of BLM's failure to perform its obligations or make any payments of amounts due to Junior Claimant under a Management Fee Agreement other th...
Certain Subordination Terms