Common use of Subordination on Insolvency Clause in Contracts

Subordination on Insolvency. If there occurs any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there is a marshalling of the assets and liabilities of the Company, or the Company becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) of the Agreement or a voluntary arrangement, then and in any such event: 2.4.1 the Subordinated Debt shall continue to be subordinated to the Senior Debt; 2.4.2 any payment or distribution of any kind or character and all and any rights in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or with respect to the Subordinated Debt or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which the Subordinated Creditor is entitled shall be held on trust by the Subordinated Creditor for the Lenders and shall forthwith be paid or, as the case may be, transferred or assigned to the Lenders to be applied against the Senior Debt; 2.4.3 if the trust referred to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given effect to or if the Subordinated Creditor receives and retains the relevant payment or distribution, the Subordinated Creditor will pay over such rights in the form received to the Facility Agent (acting on behalf of the Lenders) to be applied against the Senior Debt; 2.4.4 the Subordinated Creditor acknowledges the rights of the Facility Agent (acting on behalf of the Lenders) to demand, xxx and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above and give acquittance therefore and to file claims and take such other proceedings, in the Facility Agent’s own name or otherwise, as the Facility Agent may deem necessary or advisable for the enforcement of this Deed; and 2.4.5 the Subordinated Creditor by way of security for its obligations under this Deed irrevocably appoints the Facility Agent to be its attorney in order to enable the Facility Agent to enforce any and all claims upon or with respect to the Subordinated Debt or any part thereof, and to collect and receive any and all payments or distributions referred to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised the Facility Agent or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit).

Subordination on Insolvency. If there occurs any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there is a marshalling of the assets and liabilities of the Company, or the Company becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) of the Agreement or a voluntary arrangement, then and in any such event: 2.4.1 the Subordinated Debt shall continue to be subordinated to the Senior Debt; 2.4.2 any payment or distribution of any kind or character and all and any rights in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or with respect to the Subordinated Debt or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which the Subordinated Creditor is entitled shall be held on trust by the Subordinated Creditor for the Lenders and shall forthwith be paid or, as the case may be, transferred or assigned to the Lenders to be applied against the Senior Debt; 2.4.3 if the trust referred to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given effect to or if the Subordinated Creditor receives and retains the relevant payment or distribution, the Subordinated Creditor will pay over such rights in the form received to the Facility Agent (acting on behalf of the Lenders) to be applied against the Senior Debt; 2.4.4 the Subordinated Creditor acknowledges the rights of the Facility Agent (acting on behalf of the Lenders) to demand, xxx sxx and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above and give acquittance therefore and to file claims and take such other proceedings, in the Facility Agent’s own name or otherwise, as the Facility Agent may deem necessary or advisable for the enforcement of this Deed; and 2.4.5 the Subordinated Creditor by way of security for its obligations under this Deed irrevocably appoints the Facility Agent to be its attorney in order to enable the Facility Agent to enforce any and all claims upon or with respect to the Subordinated Debt or any part thereof, and to collect and receive any and all payments or distributions referred to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised the Facility Agent or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit).

Subordination on Insolvency. If there any of the events set out in Clauses 21.7 (Insolvency), Clause 21.8(a) (Judgments) or Clause 21.9 (Cessation of Business) of the Common Terms Agreement occurs in relation to any paymentOrmat Equity Party, distributionthe Ormat Borrower Entity or the Operator and such event is either continuing or has not been waived by the Intercreditor Agent, division then: (a) the Subordinated Liabilities will be subordinated in right of payment to the Senior Secured Liabilities; (b) each Agent may, and is irrevocably authorised on behalf of each Subordinated Creditor to: (i) claim, enforce and prove for the Subordinated Liabilities; (ii) file claims and proofs, give receipts and take all such proceedings and do all such things as the relevant Agent sees fit to recover the Subordinated Liabilities; and (iii) receive all payments in respect of the Subordinated Liabilities for application towards repayment of the Senior Secured Liabilities until the Senior Secured Liabilities Discharge Date; (c) if and to the extent that the relevant Agent is not entitled to do any of the things referred to in paragraph (b) above, each Subordinated Creditor will promptly do such things as so directed by the relevant Agent to give effect to this provision; (d) each Subordinated Creditor will hold all payments and amounts in cash or application, partial in kind received or complete, voluntary or involuntary, receivable by operation of law or otherwise, it in respect of all Subordinated Liabilities from, on behalf of or for the account of (or from any part receiver, liquidator, curator, other insolvency official or similar or otherwise with respect to any Insolvency Proceeding of) the Ormat Borrower Entity, the Operator, any other Borrower Entity or from any other source in trust for the Senior Secured Parties and will (at its expense) pay and transfer the same to the Intercreditor Agent, for application towards the repayment of the Senior Secured Liabilities until the Senior Secured Liabilities Discharge Date; and (e) the trustee in bankruptcy, liquidator, official receiver, assignee or other person distributing the assets of any kind or character of an Ormat Equity Party, the Company Ormat Borrower Entity or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company Operator or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there proceeds is directed to pay all payments and distributions received by a marshalling of the assets and liabilities of the Company, or the Company becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) of the Agreement or a voluntary arrangement, then and in any such event: 2.4.1 the Subordinated Debt shall continue to be subordinated to the Senior Debt; 2.4.2 any payment or distribution of any kind or character and all and any rights in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or Creditor with respect to the Subordinated Debt or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which the Subordinated Creditor is entitled shall be held on trust by the Subordinated Creditor for the Lenders and shall forthwith be paid or, as the case may be, transferred or assigned Liabilities directly to the Lenders to be applied against Intercreditor Agent, until the Senior Debt; 2.4.3 if the trust referred to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given effect to or if the Subordinated Creditor receives and retains the relevant payment or distribution, the Secured Liabilities Discharge Date. Each Subordinated Creditor will pay over give all such rights in the form received to the Facility Agent (acting on behalf of the Lenders) to be applied against the Senior Debt; 2.4.4 the Subordinated Creditor acknowledges the rights of the Facility Agent (acting on behalf of the Lenders) to demand, xxx notices and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above and give acquittance therefore and to file claims and take do all such other proceedings, in the Facility Agent’s own name or otherwise, things as the Facility an Agent may deem necessary or advisable for the enforcement of reasonably direct to give effect to this Deed; and 2.4.5 the Subordinated Creditor by way of security for its obligations under this Deed irrevocably appoints the Facility Agent to be its attorney in order to enable the Facility Agent to enforce any and all claims upon or with respect to the Subordinated Debt or any part thereof, and to collect and receive any and all payments or distributions referred to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised the Facility Agent or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit)provision.

Subordination on Insolvency. If there occurs any paymentUntil the Senior Discharge Date, distributionif the Borrower and/or a Guarantor becomes Insolvent, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there is a marshalling of the assets and liabilities of the Company, or the Company becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) of the Agreement or a voluntary arrangement, then and in any such eventfollowing provisions shall apply: 2.4.1 7.1.1 the Subordinated Junior Debt shall continue to be postponed and subordinated in right of payment to the Senior Debt 7.1.2 no Subordinated Party shall take any action in respect of the Junior Debt except with the consent and on the direction of the Senior Creditors (other than in accordance with clause 14 of this deed); 2.4.2 7.1.3 the Senior Creditors may, and are irrevocably authorised on behalf of the Subordinated Parties to: (a) claim, enforce and prove for the Junior Debt; (b) file claims and proofs, give receipts and take all such proceedings and do all such things as the Senior Creditors see fit to recover the Junior Debt; (c) receive all distributions on the Junior Debt for application towards the Senior Debt; and/or (d) hold all monies received by them under clause 7 in a suspense account and shall, as soon as it is reasonably apparent to them that the Senior Debt will not be fully discharged, apply them in reduction of the Senior Debt or otherwise. 7.1.4 if and to the extent that the Senior Creditors are not entitled to, or do not wish to, claim, enforce, prove, file claims or proofs, or take proceedings for the Junior Debt, the Subordinated Parties shall do so in good time as requested by the Senior Creditors acting in accordance with the instructions of the Senior Creditors; 7.1.5 the Subordinated Parties shall: (a) hold any payment or distribution of any in cash or in kind received or character and all and any rights receivable by it in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or with respect to the Subordinated Debt or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company Junior Debt (other than any Permitted Payment received) from the Borrower and/or a Guarantor or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which the Subordinated Creditor is entitled shall be held from any other source on trust by the Subordinated Creditor for the Lenders Senior Creditors; and (b) upon demand promptly pay and shall forthwith be paid or, as the case may be, transferred or assigned transfer any such payment to the Lenders to be applied Senior Creditors for application against the Senior Debt; 2.4.3 if 7.1.6 the trust referred trustee in bankruptcy, liquidator, Receiver, assignee or other person distributing the, assets of the Borrower and/or a Guarantor or their proceeds is directed to pay distributions on the Junior Debt direct to the Senior Creditors until the Senior Debt is irrevocably paid in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given full and each Subordinated Party shall give all such directions and/or instructions as the Senior Creditors may reasonably require to give effect to or if this sub-clause; 7.1.7 the Senior Creditors may (and are hereby irrevocably authorised to) exercise all powers of convening meetings, voting and representation in respect of the Junior Debt and the Subordinated Creditor receives Parties shall provide the Senior Creditors with all necessary forms of proxy and retains of representation; and 7.1.8 if and to the relevant payment or distributionextent that the Senior Creditors are not entitled to exercise a power conferred by this clause 7, the Subordinated Creditor will pay over such rights in Parties: (a) shall exercise the form received to the Facility Agent (acting on behalf of the Lenders) to be applied against power as the Senior Debt; 2.4.4 the Subordinated Creditor acknowledges the rights of the Facility Agent (acting on behalf of the Lenders) to demand, xxx and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above and give acquittance therefore and to file claims and take such other proceedings, in the Facility Agent’s own name or otherwise, as the Facility Agent may deem necessary or advisable for the enforcement of this DeedCreditors direct; and 2.4.5 the Subordinated Creditor by way of security for its obligations under (b) shall not exercise any power so, as to impair this Deed irrevocably appoints the Facility Agent to be its attorney in order to enable the Facility Agent to enforce any and all claims upon or with respect to the Subordinated Debt or any part thereof, and to collect and receive any and all payments or distributions referred to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised the Facility Agent or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit)subordination.

Subordination on Insolvency. 6.1 If while any of LND Liabilities are or may be outstanding: (a) there occurs any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the insolvent liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisationsale, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there is a marshalling of the assets and liabilities of the Company, or creditors; or (b) the Company goes into insolvent liquidation or becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) insolvency or rehabilitation proceeding, administration or voluntary arrangement or any proceeding similar to any of the Agreement or a voluntary arrangementforegoing, then and in any such event: 2.4.1 (i) the Subordinated Debt Parental Liabilities shall continue to thereupon immediately be postponed and subordinated to LND Liabilities and the Senior DebtParent will file any proof or other claim necessary for the recovery of the Parental Liabilities; 2.4.2 (ii) any payment or distribution of any kind or character and all and any rights in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or with respect to the Subordinated Debt Parental Liabilities or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor Parent or to which the Subordinated Creditor Parent is entitled shall be held on in trust by the Subordinated Creditor Parent, for the Lenders LND and shall forthwith be paid or, as the case may be, transferred or assigned to LND in accordance with the Lenders to be applied against terms of the Senior Debt;Invoice Discounting Agreement; and 2.4.3 (iii) if the trust referred to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 (ii) above fails or cannot be given effect effect, the Parent (so as also to bind any agent or if the Subordinated Creditor receives and retains the relevant trustee on its behalf) receiving any such payment or distribution, the Subordinated Creditor distribution will pay over such rights in the form received subject to the Facility Agent (acting on behalf provisions of Clause 6.2 pay an amount equal to such payment or distribution to LND in accordance with the terms of the Lenders) to be applied against Invoice Discounting Agreement. 6.2 If the Senior Debt; 2.4.4 the Subordinated Creditor acknowledges the rights Parent receives any payment under this Agreement or paid in respect of the Facility Agent (acting on behalf Parental Liabilities in a currency other than the currency of the LendersLND Liabilities (or any relevant part thereof) the Parent may convert the currency received into the currency of the LND Liabilities (or any relevant part thereof) at the prevailing market rate of exchange. (a) The Parent irrevocably authorises and empowers LND to demand, xxx and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above Clause 6.1(ii) and give acquittance therefore therefor and to file claims and take such other proceedings, in the Facility Agent’s LND's own name or in the name of the Parent or otherwise, as the Facility Agent LND may deem necessary or advisable for the enforcement of this Deed; andAgreement. 2.4.5 the Subordinated Creditor (b) The Parent will execute and deliver to LND such powers of attorney, assignments or other instruments as may be reasonably requested by way of security for its obligations under this Deed irrevocably appoints the Facility Agent to be its attorney LND in order to enable the Facility Agent LND to enforce any and all claims upon or with respect to the Subordinated Debt Parental Liabilities or any part thereof, and and, insofar as it is able to do so, collect and receive any and all payments or distributions referred which may be payable or deliverable at any time upon or with respect to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised the Facility Agent Parental Liabilities or any part thereof in accordance with the terms of this Agreement. (c) The liquidator or other Party insolvency representative or trustee of the Company or its estate is hereby authorised by the Parent to do under apply any assets or monies received by them in accordance with the terms of this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit)Agreement.

Subordination on Insolvency. If there occurs any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there is a marshalling of the assets and liabilities of the Company, or the Company becomes subject to any event mentioned in clause 22.6 Clause 18.6 (Insolvency proceedings) of the Agreement or a voluntary arrangement, then and in any such event: 2.4.1 (a) the Subordinated Debt shall continue to be subordinated to the Senior Debt; 2.4.2 (b) any payment or distribution of any kind or character and all and any rights in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or with respect to the Subordinated Debt or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which the Subordinated Creditor is entitled shall be held on trust by the Subordinated Creditor for the Lenders Lender and shall forthwith be paid or, as the case may be, transferred or assigned to the Lenders Lender to be applied against the Senior Debt; 2.4.3 (c) if the trust referred to in paragraph 2.4.2 (b) above or paragraph 2.3.4 (d) of Clause 2.3 above fails or cannot be given effect to or if the Subordinated Creditor receives and retains the relevant payment or distribution, the Subordinated Creditor will pay over such rights in the form received to the Facility Agent (acting on behalf of the LendersLender) to be applied against the Senior Debt; 2.4.4 (d) the Subordinated Creditor acknowledges the rights of the Facility Agent (acting on behalf of the Lenders) Lender to demand, xxx and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 (b) above of Clause 2.4 and give acquittance therefore and to file claims and take such other proceedings, in the Facility Agent’s Lender's own name or otherwise, as the Facility Agent Lender may deem necessary or advisable for the enforcement of this Deed; and 2.4.5 (e) the Subordinated Creditor by way of security for its obligations under this Deed irrevocably appoints the Facility Agent Lender to be its attorney in order to enable the Facility Agent Lender to enforce any and all claims upon or with respect to the Subordinated Debt or any part thereof, and to collect and receive any and all payments or distributions referred to in paragraph 2.4.2 (b) above of Clause 2.4 or to do anything which that Subordinated Creditor has authorised the Facility Agent Lender or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent Lender may delegate that power on such terms as it sees fit).

Subordination on Insolvency. If there an Event of Default occurs any paymentand is continuing, distribution, division or application, partial or complete, voluntary or involuntary, by operation then: 6.1.1 the Subordinated Indebtedness will be subordinate in right of law or otherwise, of all or any part of payment to the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there is a marshalling of the assets and liabilities of the Company, or Borrower under the Company becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) of the Agreement or a voluntary arrangement, then and in any such event: 2.4.1 the Subordinated Debt shall continue to be subordinated to the Senior DebtFinance Documents; 2.4.2 any payment or distribution of any kind or character and all and any rights in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or with respect to 6.1.2 the Subordinated Debt or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which the Subordinated Creditor is entitled shall be held on trust by the Subordinated Creditor for the Lenders and shall forthwith be paid or, as the case may be, transferred or assigned to the Lenders to be applied against the Senior Debt; 2.4.3 if the trust referred to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given effect to or if the Subordinated Creditor receives and retains the relevant payment or distribution, the Subordinated Creditor will pay over such rights in the form received to the Facility Agent (acting Security Trustee on behalf of the Lenders) to be applied against the Senior Debt; 2.4.4 the Subordinated Creditor acknowledges the rights of the Facility Agent (acting Secured Parties shall, and is irrevocably authorised on behalf of the LendersJunior Creditor to: (a) to demandclaim, xxx enforce and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above and give acquittance therefore and to for the Subordinated Indebtedness; (b) file claims and proofs, give receipts and take all such other proceedings, in proceedings and do all such things as it sees fit to recover the Facility Agent’s own name or otherwise, as the Facility Agent may deem necessary or advisable for the enforcement of this DeedSubordinated Indebtedness; and 2.4.5 (c) receive all distributions on the Subordinated Indebtedness for application towards the liabilities of the Borrower under the Finance Documents until such liabilities are irrevocably paid in full; 6.1.3 if and to the extent that the Security Trustee is not entitled to do any of the foregoing, the Junior Creditor will do so in good time in accordance with any directions as may be given to the Junior Creditor by way the Security Trustee; 6.1.4 the Junior Creditor will hold all distributions in cash or in kind received or receivable by it in respect of security the Subordinated Indebtedness in trust for its obligations under this Deed irrevocably appoints and as the Facility Agent to be its attorney in order to enable property of the Facility Agent to enforce any Secured Parties and all claims upon or with respect will (at the Junior Creditor’s expense) pay and transfer the same to the for application towards the liabilities of the Borrower under the Finance Documents until such liabilities are irrevocably paid in full; and 6.1.5 the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the Borrower or its proceeds is directed to pay distributions on the Subordinated Debt or any part thereof, Indebtedness direct to the Secured Parties for application towards the liabilities of the Borrower under the Finance Documents until such liabilities are irrevocably paid in full. The Junior Creditor will give all such notices and to collect and receive any and do all payments or distributions referred to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised such things as the Facility Agent or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit)direct to give effect to this provision.

Subordination on Insolvency. If there occurs 7.1 If: (i) any paymentresolution is passed or order made for the winding up, distributionliquidation, division dissolution, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part reorganization of the assets of Borrower; (ii) the Borrower becomes subject to any kind or character of the Company or the proceeds thereofinsolvency, to creditors of the Companybankruptcy, by reason of the reorganization, receivership, liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding whether voluntary or any assignment involuntary (and whether or not involving insolvency); (iii) the Borrower assigns its assets for the benefit of its creditors or there is a marshalling of enters into any agreement with its creditors generally; or (iv) the assets and liabilities of the Company, or the Company Borrower becomes subject to any distribution of its assets, or if any analogous event mentioned in clause 22.6 occurs anywhere, Borrower : Syarikat Telefon Wireless (Insolvency proceedingsM) Sdn. Bhd. Facility : Term Loan Facility of the Agreement or a voluntary arrangementRM91,000, then and in any such event000.00 then: 2.4.1 (a) the Agent and the other Beneficiaries may, (i) claim, enforce and prove for the Subordinated Debt shall continue Liabilities, (ii) file claims and proofs, give receipts and take all such proceedings and do all such things as it sees fit to be subordinated recover the Subordinated Liabilities and (iii) receive all distributions on the Subordinated Liabilities for application towards the Senior Liabilities; (b) if and to the Senior Debtextent that the other Beneficiaries are not entitled to claim, enforce, prove, file claims or proofs, or take proceedings for the Subordinated Liabilities, each Shareholder will do so in good time as reasonably requested by the Agent and the other Beneficiaries; 2.4.2 (c) any payment or distribution of any kind or character and all and any rights in respect thereofcharacter, whether in cash, securities securities, or other property which is payable or deliverable upon or with respect to the Subordinated Debt Liabilities or any part thereof by a liquidator, administrator or receiver (or the equivalent thereof) of the Company or its estate (the “rights”) made to or paid to, or received any Shareholder by the Subordinated Creditor or to which the Subordinated Creditor is entitled Borrower shall be held on in trust by the Subordinated Creditor such Shareholder for the Lenders benefit of the other Beneficiaries and shall forthwith be paid or, as the case may be, transferred or assigned delivered directly to the Lenders to be applied Agent for application against the Senior Debt; 2.4.3 if the trust referred to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given effect to or if the Subordinated Creditor receives and retains the relevant payment or distribution, the Subordinated Creditor will pay over such rights in the form received to the Facility Agent (acting on behalf of the Lenders) to be applied against Liabilities until the Senior DebtLiabilities have been fully paid and satisfied; 2.4.4 the Subordinated Creditor acknowledges the rights of the Facility Agent (acting on behalf of the Lenders) to demand, xxx and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above and give acquittance therefore and to file claims and take such other proceedings, in the Facility Agent’s own name or otherwise, as the Facility Agent may deem necessary or advisable for the enforcement of this Deed; and 2.4.5 the Subordinated Creditor by way of security for its obligations under this Deed irrevocably appoints the Facility Agent to be its attorney in order to enable the Facility Agent to enforce any and all claims upon or with respect to the Subordinated Debt or any part thereof, and to collect and receive any and all payments or distributions referred to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised the Facility Agent or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit).

Subordination on Insolvency. If there occurs any payment4.1 Upon the occurrence of an Insolvency Event, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency or similar proceeding or any assignment for the benefit of creditors or there is a marshalling of the assets and liabilities of the Company, or the Company becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) of the Agreement or a voluntary arrangement, then and in any such event: 2.4.1 the Subordinated Debt shall continue to Debt, the Subordinated Creditor and the Subordinated Intra-Group Lenders will be subordinated in right of payment to the Senior Debt;. 2.4.2 any payment or distribution 4.2 Upon the occurrence of any kind or character an Insolvency Event, the Agent may, and all and any rights in respect thereof, whether in cash, securities or other property which is payable or deliverable upon or with respect irrevocably authorised (to the Subordinated Debt or any part thereof by a liquidator, administrator or receiver (or the equivalent thereofextent lawful) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which and the Subordinates Intra-Group Lenders on its behalf to: (a) take any Enforcement Action in accordance with the terms of this Agreement; (b) demand, claim, enforce and prove for the Subordinated Creditor is entitled shall be held on trust by the Subordinated Creditor for the Lenders and shall forthwith be paid or, as the case may be, transferred or assigned to the Lenders to be applied against the Senior Debt; 2.4.3 if (c) file claims and proofs, give receipts and take any proceedings in respect of filing such claims or proofs and do anything which the trust referred Agent considers necessary to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given effect to or if recover the Subordinated Creditor receives Debt; and (d) collect and retains receive all distributions on or account of the relevant payment Subordinated Debt for application in accordance with Clause 15 (Distribution of Proceeds) of the Terms and Conditions. 4.3 If and to the extent that the Agent is not entitled, or distributionelects not, to take any of the actions mentioned in Clause 4.2 above, the Subordinated Creditor will pay over such rights in the form received to the Facility Agent (acting do so as soon as possible on behalf of and upon request by the LendersAgent. 4.4 Upon the occurrence of an Insolvency Event: (a) The Subordinated Creditor and each Subordinated Intra-Group Lender will (to be applied against the Senior Debtextent lawful), on demand by the Agent, forthwith pay an amount equal to the amount of all payments and distributions received in cash or in kind by it in respect of the Subordinated Debt to the Agent; 2.4.4 (b) the Subordinated Creditor acknowledges and each Subordinated Intra-Group Lender will promptly direct the rights trustee in bankruptcy, liquidator, receiver, administrator or other person distributing the assets of the Facility Agent (acting on behalf Issuer or their proceeds to pay distributions in respect of the Lenders) Subordinated Debt directly to demand, xxx and prove for, collect and receive every payment or distribution referred to in paragraph 2.4.2 above and give acquittance therefore and to file claims and take such other proceedings, in the Facility Agent’s own name or otherwise, as the Facility Agent may deem necessary or advisable for the enforcement of this Deed; and 2.4.5 (c) the Subordinated Creditor by way of security for its obligations under this Deed irrevocably appoints and the Facility Agent to be its attorney in order to enable the Facility Agent to enforce any and all claims upon or with respect Subordinated Intra-Group Lenders will (to the Subordinated Debt or any part thereof, and extent lawful) promptly do whatever the Agent reasonably requests to collect and receive any and all payments or distributions referred give effect to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised the Facility Agent or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Facility Agent may delegate that power on such terms as it sees fit)Clause 4.4.

Subordination on Insolvency. If there occurs (a) In the event of any paymentdistribution to the creditors of a Guarantor: (1) in a liquidation or dissolution of such Guarantor; (2) in an insolvency, distributionbankruptcy, division or applicationreorganization, partial or completecomposition, receivership, administration, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any kind or character of the Company or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution or other winding-up of the Company or its businesses or any bankruptcy, reorganisation, receivership or insolvency arrangement or similar proceeding relating to such Guarantor or any its property; (3) in an assignment for the benefit of the creditors or there is a marshalling of the such Guarantor; or (4) in any marshaling of such Guarantor’s assets and liabilities liabilities, the holders of Guarantor Priority Debt shall be paid in full in cash for all obligations in respect of such Guarantor Priority Debt (including interest after the Company, commencement of any proceeding at the rate specified in the applicable Guarantor Priority Debt whether or the Company becomes subject to any event mentioned in clause 22.6 (Insolvency proceedings) of the Agreement not allowed or a voluntary arrangement, then and allowable in any such event: 2.4.1 proceeding) before the Subordinated Debt shall continue Holders of Notes will be entitled to be subordinated to the Senior Debt; 2.4.2 receive any payment or distribution of any kind or character and all and any rights in respect thereof, (whether in cash, securities or other property which is payable or deliverable upon or property) with respect to any Guarantee of such Guarantor (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the Subordinated Debt or trust (if any) under Article 8 hereof, provided that no payment blockage under Section 11.04 hereof shall have been in effect at the time of the deposit of funds into such trust); (b) In the event of any part thereof by a event mentioned in Section 11.03(a) above: (i) each Holder of the Notes irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, administrator custodian, conservator or receiver other Person having authority, to pay or otherwise deliver all such payments (or other than Permitted Junior Securities and payments made from the equivalent thereoftrust (if any) of the Company or its estate (the “rights”) made to or paid to, or received by the Subordinated Creditor or to which the Subordinated Creditor is entitled shall be held on trust by the Subordinated Creditor for the Lenders and shall forthwith be paid or, as the case may be, transferred or assigned described under Article 8) to the Lenders to be applied against Senior Agents; and (ii) the Senior Debt; 2.4.3 if the trust referred to in paragraph 2.4.2 above or paragraph 2.3.4 of Clause 2.3 above fails or cannot be given effect to or if the Subordinated Creditor receives and retains the relevant payment or distribution, the Subordinated Creditor will pay over such rights in the form received to the Facility Agent (acting on behalf of the Lenders) to be applied against the Senior Debt; 2.4.4 the Subordinated Creditor acknowledges the rights of the Facility Agent (acting on behalf of the Lenders) Agents are authorized to demand, xxx and prove for, collect collect, and receive every payment or distribution referred to in paragraph 2.4.2 above respect of the Notes when due and owing and give acquittance therefore therefor and to file claims and proofs of claim and take such other proceedings, in action (including voting the Facility Agent’s own name Notes or otherwise, any Enforcement Action) as the Facility Agent they may deem necessary or advisable in their sole discretion. (c) Upon written notice to the Trustee by the holders of Guarantor Priority Debt or a representative thereof, if any payment or distribution (whether in the form of cash, securities or other property) on account of the Notes and the Guarantees not permitted to be made by any Guarantor or accepted by the Trustee or a Holder of a Note under this Indenture or as a result of this Indenture, the Notes or the Guarantees, or any agreement or instrument executed in connection with this Indenture, the Notes and the Guarantees is made and received by or on behalf of the Trustee or such Holder of a Note, the full amount of such payment shall not be commingled with any of the assets of the Trustee or of such Holder of a Note, shall be held in trust by the Trustee or such Holder of a Note for the enforcement benefit of the holders or Senior Agents of the relevant Guarantor Priority Debt, as applicable, and shall be promptly paid over to the Senior Agent or any other proper representative of the holders of the relevant Guarantor Priority Debt for application to the payment of the Guarantor Priority Debt then remaining unpaid, until all of the Guarantor Priority Debt is paid in cash in full. (d) Nothing in this DeedIndenture shall be construed to impair or affect the obligations of the Guarantors to the holders of Guarantor Priority Debt to pay the Guarantor Priority Debt as and when such Guarantor Priority Debt shall become due and payable in accordance with its terms, or to impair or affect the obligations of the Guarantors or the rights and remedies of the holders of the relevant Guarantor Priority Debt against the Guarantors, as set forth in any agreement or instrument pursuant to which Guarantor Priority Debt is incurred or available pursuant to applicable law. (e) All rights and interest of the holders of Guarantor Priority Debt shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any document evidencing the Guarantor Priority Debt; and 2.4.5 (ii) any change in the Subordinated Creditor by way time, manner or place of security payment of, or any other term of, all or any of the Guarantor Priority Debt, or any other amendment or waiver of or any release or consent to departure from any agreement or instrument pursuant to which Guarantor Priority Debt is incurred or available pursuant to applicable law; (iii) any exchange, release or non-perfection of any collateral for its obligations under this Deed irrevocably appoints all or any of the Facility Agent Guarantor Priority Debt; (iv) any failure of any holder of Guarantor Priority Debt to be its attorney in order to enable the Facility Agent assert any claim or to enforce any right or remedy against any other party; (v) any reduction, limitation, impairment or termination of the Guarantor Priority Debt for any reason (other than payment in full), including any claim of waiver, release, surrender, alteration or compromise, and all claims upon shall not be subject to any defense (other than the defense of payment in full) or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Guarantor Priority Debt; and (vi) any other circumstance which might otherwise constitute a defense (other than payment in full) available to, or a discharge of, any Guarantor in respect of the Guarantor Priority Debt or any Holder of the Notes. (f) No right of any present or future holder of any Guarantor Priority Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor or by any act or failure to act by any such holder of any Guarantor Priority Debt, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Indenture, the Notes or the Guarantees, or any agreement or instrument executed in connection with this Indenture, the Notes and the Guarantees, regardless of any knowledge thereof any holder of Guarantor Priority Debt may have or with which such holder of Guarantor Priority Debt may be otherwise charged. Without in any way limiting the generality of the foregoing, holders of Guarantor Priority Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Notes, without incurring responsibility to the Trustee or the Holders of the Notes and without impairing or releasing the subordination provided in this Indenture or the obligations hereunder of the Trustee or the Holders of the Notes to the holders of Guarantor Priority Debt, do any one or more of the following: (1) change the manner, place or terms of payment (including any change in the rate of interest) or extend the time of payment of, or amend, modify, renew or alter, or grant any waiver or release with respect to, or consent to any departure from, Guarantor Priority Debt; (2) take or hold security for the payment of the Guarantor Priority Debt and exchange, enforce, foreclose upon, waive and release any such security; (3) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Priority Debt and apply any such security and direct the order or manner of sale thereof as the holders of the Guarantor Priority Debt, in their sole discretion, may determine; (4) release or substitute any Guarantor or any other Person liable in any manner for the collection of Guarantor Priority Debt; (5) fail or delay in the perfection of Liens securing or purporting to secure the Guarantor Priority Debt; (6) exercise or refrain from exercising any rights against any Guarantor, any of its Affiliates or Subsidiaries or any other Person; or (7) apply any sums received from time to time to the Guarantor Priority Debt as the holders of the Guarantor Priority Debt, in their sole discretion, may determine. (g) The Company, each Guarantor, each Holder, by its acceptance of Notes, and the Trustee hereby agree that the Senior Agents may demand specific performance of this Indenture with respect to any provision relating to the Guarantor Priority Debt. The Trustee is hereby authorized (without any further consent of the Holders of the Notes), on behalf of itself and the Holders of the Notes to waive, and hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Senior Agents. (h) Each Guarantor, each Holder of a Note and the Trustee hereby waives to the fullest extent permitted by law: (i) promptness, diligence, notice of acceptance or any other notice with respect to any expression of this Indenture relating to the Guarantor Priority Debt, any requirement that any holder of Guarantor Priority Debt secure, perfect or insure any security interest or Lien on any property subject thereto or exhaust any right to take action against any Guarantor or any other Person or any collateral, any presentment for payment, notice of non-payment or nonperformance, demand, protest, notice of protest and notice of dishonor or default with respect to the Subordinated Guarantor Priority Debt; (ii) defenses to pay or perform based upon any of the Guarantor Priority Debt not being a valid and binding obligation of any Guarantor, enforceable in accordance with its terms (notwithstanding bankruptcy laws, insolvency laws and other laws affecting generally the protection of debtors or rights of creditors); and (iii) any disability of a Guarantor or defense available to a Guarantor (other than payment in full) with respect to the Guarantor Priority Debt, including absence or cessation of liability for any reason whatsoever. (i) Upon any payment or distribution, the Trustee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such insolvency proceeding described in Section 11.03(a) is pending for the purpose of ascertaining the Persons entitled to participate in any payment or distribution, the holders of Guarantor Priority Debt or any part other Debt, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Section. (j) If the Trustee or any Holder of a Note does not file a proper claim or proof of debt as shall be necessary in order to have the claims of the Trustee or such holder of a Note allowed in any insolvency proceeding described in Section 11.03(a) by or against any Guarantor or their respective property in the form required in any such insolvency proceeding, at least 30 days prior to the last day fixed by statute, court rule or court order for the filing of the expiration of such claim or proof of debt, then the Senior Agent is hereby irrevocably authorized and shall have the right (but not the obligation) to file an appropriate claim or proof of debt in such insolvency proceeding for and on behalf of the Trustee and such Holder of a Note (it being agreed that neither the Senior Agent nor any holders of the Guarantor Priority Debt shall have any liability to the Trustee or any such Holder of a Note in connection with any such filing). The Trustee and each Holder of a Note hereby unconditionally and irrevocably appoints, and each other holder of any Subordinated Debt, by its acceptance thereof, unconditionally and irrevocably appoints, the Senior Agent as attorney-in-fact for such Person for the purpose of (i) filing any such claim or proof of debt or other instrument of similar character in accordance with the foregoing and (ii) otherwise acting in any insolvency proceeding described in Section 11.03(a) in the capacity as such holder of a Note (but excluding the right to collect vote to accept or reject any plan of reorganization, composition, arrangement or liquidation) to the extent provided by applicable law. The Trustee, each Holder of a Note and receive any each other holder of Subordinated Debt, by its acceptance thereof, agrees that it will execute and all payments deliver such other and further powers of attorney or distributions referred to in paragraph 2.4.2 above or to do anything which that Subordinated Creditor has authorised other documents as the Facility Senior Agent or any other Party holders of the Guarantor Priority Debt may reasonably request in order to do under this Deed or is itself required to do under this Deed but has failed to do (and accomplish the Facility Agent may delegate that power on such terms as it sees fit)foregoing.