Terms of Subordination. (a) The Project Company shall not create or permit to subsist, and the Sponsor shall not receive or permit to subsist, any security interest over any of the Project Company's assets in respect of all or any part of the Subordinated Fees.
(b) Upon any distribution of assets in connection with any dissolution, winding up, liquidation or reorganisation of the Project Company (whether in bankruptcy, insolvency or receivership proceedings) or upon an assignment for the benefit of creditors of the Project Company:
(i) the Loans shall first be paid in full before any payments are made in respect of the Subordinated Fees; and
(ii) the Sponsor shall use its best efforts to ensure that any payment or distribution of assets of the Project Company of any kind or character, whether in cash, property or securities, to which the Sponsor would be entitled in respect of any Subordinated Fees except for these provisions, shall instead be paid by the person making such payment or distribution, whether a court or trustee in bankruptcy, a receiver or liquidating trustee or other court, trustee or agent, directly to the Senior Lenders until the Loans have been paid in full.
(c) If for any reason whatsoever the Sponsor receives:
(i) any payment or distribution in respect of any Subordinated Fees contrary to the provisions set out above; or Amended and Restated Financial Support Agreement
(ii) any benefit by way of the operation of any mandatory set-off required under any applicable law, then the Sponsor shall hold such payment or distribution or benefit in trust for and on behalf of the Senior Lenders, promptly notify the Senior Lenders of the receipt of such payment or distribution or benefit and promptly (in the case of a payment or distribution received) pay the amount of such payment or distribution or (in the case of a benefit received) pay an amount in Dollars equal to the value of such benefit, to the Senior Lenders or, if the Senior Lenders so elect, to any person nominated by the Senior Lenders, to hold for the account of the Senior Lenders.
(d) Until the Loans have been irrevocably paid in full, the Sponsor shall not, except with the prior written consent of the Senior Lenders:
(i) except as payment thereof is otherwise permitted hereunder, seek to enforce payment of any Subordinated Fees by execution or otherwise, or obtain the benefit of any security or exercise any other rights or legal remedies of any kind which may accrue to the Sponsor against the Project Company...
Terms of Subordination. All Indebtedness (such term and other capitalized terms used herein, unless otherwise defined herein, shall have the meaning specified in the Credit Agreement to which this Schedule 5.12 is attached) incurred by the Borrower, other than the Senior Obligations (as defined below), shall be subject to the following terms and conditions, which shall be incorporated in a written agreement (each, a “Subordination Agreement”) between the Borrower and each Person (or an agent acting on behalf of such Person) (such Person, a “Subordinated Lender”) to which any such Indebtedness is owed.
Terms of Subordination. Unless and until the Senior Debt shall have been irrevocably paid in full and the Senior Creditor shall have no commitment to extend further Senior Debt, the payment and performance of the Subordinated Debt is hereby made expressly subordinate and junior in right of payment and performance to the prior payment and performance of all obligations and liabilities under the Senior Debt to the extent and in the manner set forth in this Section 2.
Terms of Subordination. 44 (i) RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE INDENTURE ESTATE
Terms of Subordination. For the purpose of calculating the financial covenants under this clause 18, the Borrower may procure any Inter-Group Borrowing or any Third Party Borrowing be deemed and treated as Subordinated Indebtedness pursuant to a Group Subordination Deed or, as the case may be, a Third Party Subordination Deed. In either case, the Borrower may subsequently at its option de-subordinate any such Subordinated Indebtedness in accordance with the terms of the Group Subordination Deed or, as the case may be, the Third Party Subordination Deed relating thereto provided that such de-subordination applies to all but not part only of such Subordinated Indebtedness and provided further that the following conditions have been satisfied:
(A) the Borrower has given to the Agent not less than 30 Business Days' (or such shorter period as the Majority Lenders may agree) prior written notice of the date on which such de-subordination is to become effective (the "Release Date");
(B) together with the notice referred to above, the Borrower has delivered a confirmation in writing to the Agent certifying that it is in compliance with the financial covenants contained in and calculated in accordance with this clause 18 and would remain in compliance notwithstanding the proposed de-subordination and confirming that no Default has occurred and is Continuing or would result from the proposed de-subordination. For the avoidance of doubt, the relevant amount of the Subordinated Indebtedness to be de-subordinated on the Release Date shall, as from and as at such date, be treated as and included in the calculation of Total Debt or, as the case may be, Interest for the purposes of this clause 18; and
(C) no Default is Continuing on the Release Date. The Borrower shall not be entitled to de-subordinate any Subordinated Indebtedness except as provided for in this clause 18.3.
Terms of Subordination. The Lender and the Borrower agree that the lien granted by the Borrower hereunder to secure the Liabilities is subordinate, to the extent and in the manner set forth in this Agreement, to the lien of the First Mortgage Bond Indenture and any and all of the bonds outstanding from time to time thereunder (the “Senior Obligations”). Notwithstanding the order or time of creation, acquisition, attachment, or the order, time, or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a security interest or Lien on and against any of the Collateral or other assets of the Borrower, the Lender agrees that any Lien or security interest now or hereafter existing in and to the Collateral in favor of the Lender shall be and at all times remain subject and subordinate in all respects to any Lien or security interest which may now or hereafter at any time or from time to time be granted pursuant to the First Mortgage Bond Indenture on or in any or all of the Collateral as security for the Senior Obligations.
Terms of Subordination. All capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.
Terms of Subordination. All Shareholder Loans shall be subject to the following terms (the “Terms of Subordination”):
Terms of Subordination. Exhibits Exhibit A-1.......- Form of Revolving Credit Note
Terms of Subordination. Any Indebtedness to any Person issued pursuant to Section 8.1(g) or contemplated by Section 8.12(b) (herein collectively referred to as "Section 8.1(g) Indebtedness") shall be subordinated to the Credit Party Obligations in the manner set forth below:
