Common use of Terms of Subordination Clause in Contracts

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, whether by way of subrogation, offset, counterclaim or otherwise, in respect of the amount so payable or so paid (or in respect of any other moneys for the time being due to the Sponsor from the Project Company); or (ii) initiate or support or take any steps with a view to any bankruptcy, insolvency, reorganization or dissolution proceedings in respect of the Project Company. (e) Except as payment thereof is otherwise permitted hereunder, the Sponsor shall not set-off, assert any counter claim in respect of, or otherwise reduce any amounts the payment of which is required to be deferred under the provisions of this Agreement. (f) No Subordinated Fees or right, title or interest therein shall be assigned or transferred, in whole or in part, by the Sponsor (and the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without the prior written consent of the Senior Lenders (such consent not to be unreasonably withheld), it being understood that it shall be a precondition to any such consent that the proposed assignee or transferee of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable to the Senior Lenders to be fully bound by the terms of this Article IV. Amended and Restated Financial Support Agreement

Terms of Subordination. Anything in this Indenture to the contrary notwithstanding, the indebtedness evidenced by Subordinated Securities of any series, or any Coupons appertaining thereto, shall be subordinate and junior in right of payment, to the extent and in the manner hereafter set forth, to all Senior Debt of the Issuer, whether outstanding at the date of this Indenture or incurred after the date of this Indenture but not to any other indebtedness of the Issuer other than Senior Debt. (a1) The Project Company In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Issuer or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, then the holders of Senior Debt shall not create be entitled to receive payment in full of all principal and interest on all Senior Debt before the holders of the Subordinated Securities of any series, or permit any Coupons appertaining thereto, are entitled to subsistreceive any payment on account of principal or interest thereon, and to that end (but subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Debt and the holders thereof with respect to the subordinated indebtedness represented by the Subordinated Securities of such series, or any Coupons appertaining thereto, and the Sponsor shall not receive or permit to subsist, any security interest over any Holders thereof by a lawful plan 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: (ireorganization under applicable bankruptcy law) the Loans holders of Senior Debt shall first be paid entitled to receive for application 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 payment thereof any payment or distribution of assets of the Project Company of any kind or character, whether in cash, cash or property or securities, to which the Sponsor would may be entitled payable or deliverable in any such proceedings in respect of the Subordinated Securities of such series, or any Subordinated Fees Coupons appertaining thereto, except for these provisions, shall instead be paid by the person making such securities which are subordinate and junior in right of payment or distribution, whether a court or trustee in bankruptcy, a receiver or liquidating trustee or other court, trustee or agent, directly to the payment of all Senior Lenders until the Loans have been paid in full.Debt then outstanding; and (c2) If for in the event that pursuant to any reason whatsoever provision of the Sponsor receives: (i) any payment Indenture or distribution in respect the Subordinated Securities of any series, or any Coupons appertaining thereto, the Subordinated Fees contrary to Securities of such series are declared or otherwise become due and payable before their expressed maturity because of the occurrence of an Event of Default hereunder or otherwise (under circumstances when 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 lawforegoing clause (1) shall not be applicable), then the Sponsor shall hold such payment or distribution or benefit in trust for and on behalf holders of the Senior LendersDebt outstanding at the time the Subordinated Securities of such series, promptly notify or any Coupons appertaining thereto, so become due and payable shall be entitled to receive payment in full of all principal of and interest on all Senior Debt before the Senior Lenders holders of the receipt Subordinated Securities of such series, or any Coupons appertaining thereto, are entitled to receive any payment or distribution or benefit and promptly due solely by reason of such acceleration; and (3) in the case event of a payment or distribution received) pay the amount of such payment or distribution or (any default 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 Senior Debt and during the benefit continuance of any security or exercise any other rights or legal remedies of any kind which may accrue to the Sponsor against the Project Companysuch default, no amount shall be paid, whether by way of subrogationin cash, offsetproperty, counterclaim securities, or otherwise, in respect of the amount so payable principal of or so paid interest of the Subordinated Securities of any series, or any Coupons appertaining thereto, if either (a) notice of such default in writing has been given to the Issuer by any holder or holders of any Senior Debt; provided that judicial proceedings shall be commenced with respect to such default within 30 days thereafter, or (b) judicial proceedings shall be pending in respect of any other moneys for the time being due such default. No present or future holder of Senior Debt shall be prejudiced in his right to the Sponsor from the Project Company); or (ii) initiate or support or take any steps with a view to any bankruptcy, insolvency, reorganization or dissolution proceedings in respect enforce subordination of the Project Company. (e) Except as payment thereof is otherwise permitted hereunder, the Sponsor shall not set-off, assert Subordinated Securities of any counter claim in respect ofseries, or otherwise reduce any amounts Coupons appertaining thereto, by any act or failure to act on the payment part of which is required to be deferred under the Issuer. The provisions of this Agreement. (f) No Subordinated Fees or rightArticle Sixteen are solely for the purpose of defining the relative rights of the holders of Senior Debt on the one hand, title or interest therein shall be assigned or transferred, in whole or in part, by the Sponsor (and the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without the prior written consent Holders of the Senior Lenders (such consent not to be unreasonably withheld), it being understood that it shall be a precondition to any such consent that the proposed assignee or transferee Subordinated Securities of such series, or any Coupons appertaining thereto, on the other hand, and nothing herein shall impair, as between the Issuer and the Holder of any of the Subordinated Fees Securities of such series, or rightany Coupons appertaining thereto, title or interest therein agrees in an instrument in form the obligation of the Issuer, which is unconditional and substance acceptable absolute, to pay to the Senior Lenders Holder thereof the principal thereof and (to be fully bound by the extent legally enforceable) interest on overdue principal thereon in accordance with the terms of the Subordinated Securities of such series, or any Coupons appertaining thereto, nor shall anything in this Article IVSixteen prevent the Trustee or the Holder of any of the Subordinated Securities of such series, or any Coupons appertaining thereto, from exercising all remedies otherwise permitted by applicable law or under this Indenture upon default under this Indenture, subject to the rights, if any, under this Article Sixteen of holders of Senior Debt to receive cash, property or securities otherwise payable or deliverable to the Holders of the Subordinated Securities of such series, or any Coupons appertaining thereto. Amended The Issuer agrees, for the benefit of the holders of Senior Debt, that in the event that any of the Subordinated Securities of such series is declared or otherwise becomes due and Restated Financial Support Agreementpayable before its expressed maturity because of the occurrence of a default under this Indenture (a) the Issuer will give prompt notice in writing of such happening to the holders of Senior Debt and (b) all Senior Debt shall forthwith become immediately due and payable upon demand regardless of the expressed maturity thereof. No right of any present or future holder of any Senior 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 in good faith by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants of this Article Sixteen, regardless of any knowledge thereof any such holder may have or be charged with.

Terms of Subordination. (a) The Project In the event of (x) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relative to the Company shall not create or permit to subsistits creditors or its property, and the Sponsor shall not receive (y) any proceeding for voluntary liquidation, dissolution or permit to subsist, any security interest over any other winding up of the Project Company's assets in respect of all Company whether 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, not involving insolvency or receivership bankruptcy proceedings, or (z) or upon an any assignment for the benefit of creditors generally or any marshaling of the Project assets of the Company, then and in any such event: (i) all Senior Indebtedness (including, without limitation, interest accruing on such Senior Indebtedness after the Loans date of filing a petition or other action commencing any such proceeding) shall first be paid in full, or have provision made for payment in full before any payments are made in respect to the satisfaction of the Subordinated Fees; holder of any Senior Indebtedness, in its sole discretion, before the Holders of the Securities are entitled to receive any payment on account of the principal of or premium, if any, or interest on the Securities, 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 securitiessecurities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, provided the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in this Article XIII with respect to the Securities, to the payment of all Senior Indebtedness at the time outstanding and to the payment of all securities issued in exchange therefor to the holders of Senior Indebtedness at the time outstanding), to which the Sponsor Holders of the Securities or the Trustee would be entitled in respect of any Subordinated Fees except for these provisionsthe provisions of this Article XIII, shall instead be paid by the liquidating trustee or agent or other 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 holders of Senior Lenders until Indebtedness or their representative or representatives or to the Loans trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been paid issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of and premium, if any, and interest on, the Senior Indebtedness held or represented by each, to the extent necessary to make payment in fullfull of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. (b) No payments on account of principal of or premium, if any, or interest on the Securities shall be made unless full payment of amounts then due for principal of (including, without limitation, any sinking fund payment), premium, if any, and interest on all Senior Indebtedness has been made or otherwise duly provided for to the satisfaction of each holder of any Senior Indebtedness, in its sole discretion. (c) If for In the event and during the continuation of any reason whatsoever the Sponsor receives: (i) any payment default or distribution event of default in respect of any Subordinated Fees contrary Senior Indebtedness or under any agreement under which any Senior Indebtedness was issued continuing beyond the period of grace, if any, specified in such agreement, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company and no application of funds shall be made with respect to the provisions set out above; principal of 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 orpremium, if any, or interest on the Senior Lenders so elect, to any person nominated by the Senior Lenders, to hold for the account of the Senior LendersSecurities. (d) Until In the Loans have been irrevocably paid in fullevent that, notwithstanding the Sponsor shall notforegoing, except with the prior written consent any payment or distribution of assets 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 Company of any kind which may accrue to the Sponsor against the Project Companyor character, whether by way of subrogationin cash, offset, counterclaim property or otherwise, in respect securities (other than securities of the amount so payable Company or so paid (or in respect of any other moneys corporation provided for the time being due to the Sponsor from the Project Company); or (ii) initiate or support or take any steps with by a view to any bankruptcy, insolvency, plan of reorganization or dissolution proceedings in respect readjustment, provided that the rights of the Project Company. (e) Except as payment thereof is otherwise permitted hereunderholders of Senior Indebtedness are not altered by such reorganization or readjustment, the Sponsor shall not set-off, assert any counter claim in respect of, or otherwise reduce any amounts the payment of which is required subordinate, at least to be deferred under the provisions extent provided in this Article XIII with respect to the Securities, to the payment of this Agreement. (fall Senior Indebtedness at the time outstanding and to the payment of all securities issued in exchange therefor to the holders of Senior Indebtedness at the time outstanding) No Subordinated Fees or right, title or interest therein shall be assigned or transferred, in whole or in part, received by the Sponsor (and Trustee or the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without Holder of any Security during the prior written consent continuance of the Senior Lenders (such consent not to be unreasonably withheldany event specified in Section 13.02(a), it being understood that it shall be a precondition to any such consent that the proposed assignee 13.02(b) or transferee of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable to the Senior Lenders to be fully bound by the terms of this Article IV. Amended and Restated Financial Support Agreement13.02

Terms of Subordination. Subject to Section 3.04(c), ---------------------- the Series B Certificates and all other sums payable to the holders thereof under the Operative Agreements shall be subordinate and junior in right of payment to the Series A Certificates and all other sums payable to the holders thereof under the Operative Agreements to the extent and in the manner hereinafter set forth: (a) The Project Company No payment or distribution shall not create be made on 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 the principal of, interest (including, without limitation interest accruing after the commencement of any proceeding of the type referred to in Section 4.02(g) or (h) or Section 14.5 of any Lease (for purposes of this Section 2.17, a "Case")) on, or any part other amount payable in respect of, the Series ---- B Certificates, nor shall any payment or distribution be made on or in respect of any indemnity or other claim or obligation owing to any holder of a Series B Certificate under any Operative Agreements, in either case, except directly to the Subordinated FeesIndenture Trustee for application as expressly provided in Article III of this Indenture. (b) Upon In any distribution of assets in connection with any dissolutionCase, 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 property, stock or securities, to obligations which the Sponsor would may be entitled payable or deliverable on or in respect of any Subordinated Fees except for these provisions, Series B Certificate or other sum owing to any holder of a Series B Certificate under the Operative Agreements shall instead be paid by or delivered directly to the person making Indenture Trustee for distribution to the holders of the Series A Certificates as provided in Article III. In the event that, notwithstanding the foregoing, any such payment or distributiondistribution shall be received by the holder (other than from the Indenture Trustee as provided in Article III) of TRUST INDENTURE any Series B Certificate before the amount of all principal of and interest on all Series A Certificates (including, whether without limitation, interest accruing after the commencement of a court or trustee in bankruptcy, a receiver or liquidating trustee or Case) and all other court, trustee or agent, directly sums owing to the Senior Lenders until holders of the Loans have been Series A Certificates under the Operative Agreements is paid in fullfull in cash, or provision made for such payment, in accordance with its terms, such payment or distribution shall be held in trust for and paid over or delivered to the Indenture Trustee for distribution to the holders of the Series A Certificates as provided in Article III. (c) If By acceptance of its Series B Certificate, each holder of a Series B Certificate hereby irrevocably authorizes and empowers the holders of the Series A Certificates, or the Indenture Trustee acting on their behalf, to demand, xxx for, collect and receive every payment or distribution made on or in respect of the Series B Certificates or other sums owing to the holders thereof under the Operative Agreements in any Case, and to file claims and take such other proceedings, in the holders' of the Series A Certificates own name or in the name of the holders of the Series B Certificates or otherwise, as the holders of the Series A Certificates or the Indenture Trustee acting on their behalf may deem necessary or advisable for the enforcement of the provisions hereof. By the acceptance of its Series B Certificate, each holder of a Series B Certificate agrees duly and promptly to take such action as may be requested by the holders of the Series A Certificates or the Indenture Trustee acting on their behalf to collect the indebtedness evidenced by its Series B Certificate owing to it or otherwise owing to it under the Operative Agreements for the account of the holders of the Series A Certificates and/or to file appropriate proofs of claim in respect to such indebtedness, and to execute and deliver to the holders of the Series A Certificates or the Indenture Trustee acting on their behalf on demand such powers of attorney, proofs of claim, assignments of claim or proofs of claim, or other instruments as may be requested by the holders of the Series A Certificates or the Indenture Trustee acting on their behalf to enforce any reason whatsoever and all claims upon or with respect to its Series B Certificate owing to it or otherwise owing to it under the Sponsor receivesOperative Agreements. (d) Except as otherwise expressly provided in this Indenture, the holders of the Series A Certificates or the TRUST INDENTURE Indenture Trustee acting on their behalf may, at any time and from time to time, without the consent of or notice to the holders of the Series B Certificates, without incurring responsibility to such holders and without impairing or releasing any of the rights of the holders of the Series A Certificates, or any of the obligations of the holders of the Series B Certificates hereunder: (i) to the extent it is entitled to do so hereunder, sell, exchange, release or otherwise deal with all or any payment or distribution in respect part of any Subordinated Fees contrary property by whomsoever mortgaged or pledged to secure, or howsoever securing, the provisions set out above; or Amended and Restated Financial Support AgreementSeries A Certificates; (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 benefitextent it is entitled to do so hereunder, exercise or refrain from exercising any rights against the Owner Trustee or the Lessee or any other Person; and (iii) to the extent it is entitled to do so hereunder and the same are applied in accordance with Article III, apply any sums, by whomsoever paid or however realized, 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, whether by way of subrogation, offset, counterclaim or otherwise, in respect of the amount so payable or so paid (or in respect of any other moneys for the time being due to the Sponsor from the Project Company); or (ii) initiate or support or take any steps with series a view to any bankruptcy, insolvency, reorganization or dissolution proceedings in respect of the Project Companycertificates. (e) Except as By the acceptance of its series B certificate, each holder of a series B certificate agrees that in the event that such holder shall receive any payment thereof is otherwise permitted hereunder, the Sponsor shall not set-off, assert any counter claim in respect of, on its series B certificate or otherwise reduce owing to it under the operative agreements which it is not entitled to receive under this section 2.17 or Article III, it will hold any amounts amount so received in trust for the holders of the Series A Certificates and will forthwith turn over such payment to the Indenture Trustee on behalf of which is required the holders of series A Certificates in the form received to be deferred under the provisions of this Agreementapplied as provided in Article III. (f) No Subordinated Fees By the acceptance of its Series B Certificate, each holder of a Series B Certificate agrees that it may not commence any action or rightproceeding against the Owner Trustee the Owner Participant, title the Lessee or any other Person obligated in respect of any Operative Agreements to recover all or any part of the principal or interest therein on its Series B Certificate or any other sum owing to it under any Operative Agreements or join with any creditor, unless the holders of TRUST INDENTURE the Series A Certificates shall also join, in bringing any such action or proceeding. (g) By the acceptance of its Series B Certificate, each holder of a Series B Certificate hereby irrevocably authorizes and empowers the Indenture Trustee on behalf of the holders of the Series A Certificates to vote the full amount of the indebtedness evidenced by its Series B Certificate owing to it or otherwise owing to it under the Operative Agreements in any Case. (h) No payment or distribution of assets to which the holders of the Series B Certificates would have been entitled except for the provisions of this Section 2.17 or Article III and which shall have been received by the holders of the Series A Certificates shall, as between the obligor thereon, its creditors, and the holder of the Series B Certificates, be deemed to be a payment by the obligor to the holders of the Series A Certificates for or on account of the Series A Certificates, and from and after the payment in full in cash of all Series A Certificates and all other amounts owing to the holders thereof under the Operative Agreements, the holders of the Series B Certificates shall be assigned subrogated to the then or transferred, in whole thereafter existing rights of the holders of Series A Certificates to receive payments or distributions of assets of the relevant obligor made on or in partrespect of the Series A Certificates or such other amounts until the principal of, and interest on, the Series B Certificates and all other amounts owing to the holders thereof under the Operative Agreements shall be paid in full, and no such payments or such other amounts or distributions to the holders of the Series B Certificates of cash, property or securities, which otherwise would be payable or distributable to the holders of the Series A Certificates, shall, as between the obligor thereon, its creditors other than the holders of the Series A Certificates, and the holder of the Series B Certificates, be deemed to be a payment by the Sponsor relevant obligor to the holder of the Series B Certificates on account thereof. (i) The provisions of this Section 2.17 and Article III are solely for the purpose of defining the relative rights of the holders of Series A Certificates on the one hand, and the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without the prior written consent holders of the Senior Lenders (such consent not to Series B Certificates on the other hand, and nothing herein shall, except as TRUST INDENTURE be unreasonably withheld), it being understood that it shall be a precondition to any such consent that the proposed assignee or transferee of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable applied forthwith to the Senior Lenders to be fully bound by purpose for which such payment was made in accordance with the terms of this Article IV. Amended and Restated Financial Support Agreementthereof.

Terms of Subordination. The Junior Loan Certificate and all other sums payable to the Junior Loan Participant under the Operative Documents shall be subordinate and junior in right of payment to the Senior Loan Certificates and all other sums payable to the Senior Loan Participants under the Operative Documents to the extent and in the manner hereinafter set forth: (a) The Project Company No payment or distribution shall not create be made on 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 the principal or interest on the Junior Loan Certificate nor shall any part payment or distribution be made on or in respect of any other claim (other than an indemnity claim under Section 8 hereof, an "Indemnity Claim") or obligation --------------- owing to the Junior Loan Participant under any Operative Document, in either case, except directly to the Security Agent for application as expressly provided in Section 2.04 of the Subordinated FeesMortgage. (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 Any payment or distribution of assets of the Project Company of any kind or character, whether in cash, property property, stock or securities, to obligations which the Sponsor would may be entitled payable or deliverable on or in respect of any Subordinated Fees except for these provisions, the Junior Loan Certificate or other sum owing to the Junior Loan Participant under the Operative Documents (other than an Indemnity Claim) shall instead be paid by or delivered directly to the person making Security Agent for distribution as provided in Section 2.04 of the Mortgage. In the event that, notwithstanding the foregoing, any such payment or distributiondistribution shall be received by the Junior Loan Participant (other than from the Security Agent as provided in Section 2.04 of the Mortgage, whether a court or trustee in bankruptcybefore the amount of all principal, a receiver or liquidating trustee or Break Amount, if any, and interest on all Senior Loan Certificates) and all other court, trustee or agent, directly sums owing to the Senior Lenders until Loan Participants under the Loans have been Operative Documents is paid in full, or provision made for such payment, in accordance with its terms, such payment or distribution shall be held in trust for and paid over or delivered to the Security Agent in the form received for distribution as provided in Section 2.04 of the Mortgage. (c) If for any reason whatsoever By acceptance of its Junior Loan Certificate, the Sponsor receives: (i) any Junior Loan Participant hereby irrevocably authorizes and empowers the Senior Loan Participants or the Security Agent acting on its behalf, to demand, xxx for, collect and receive every payment or distribution made on or in respect of any Subordinated Fees contrary the Junior Loan Certificate or other sum owing to the provisions set out above; Junior Loan Participant under the Operative Documents (other than an Indemnity Claim) and to file claims and take such other proceedings, in its own name or Amended and Restated Financial Support Agreement (ii) any benefit by way in the name of the operation of any mandatory set-off required under any applicable lawJunior Loan Participant or otherwise, then as the Sponsor shall hold such payment Senior Loan Participants or distribution the Security Agent acting on their behalf may deem necessary or benefit in trust advisable for and on behalf the enforcement of the Senior Lendersprovisions hereof. By the acceptance of its Junior Loan Certificate, promptly notify the Senior Lenders of the receipt of such payment or distribution or benefit Junior Loan Participant agrees duly and promptly (in the case of a payment or distribution received) pay the amount of to take 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 action as may be reasonably requested by the Senior Lenders, Loan Participants or the Security Agent acting on their behalf to hold collect the indebtedness evidenced by its Junior Loan Certificate or otherwise owing to it under the Operative Documents (other than Indemnity Claims) for the account of the Senior LendersLoan Participants and/or to file appropriate proofs of claim in respect of such indebtedness, and to execute and deliver to the Senior Loan Participants or the Security Agent acting on their behalf on demand such powers of attorney, proofs of claims, assignments of claim or proofs of claim, or other instruments as may be reasonably requested by the Senior Loan Participants or the Security Agent acting on their behalf to enforce any and all claims upon or with respect to its Junior Loan Certificate or otherwise owing to it under the Operative Documents (other than Indemnity Claims). (d) Until The Senior Loan Participants or the Loans have been irrevocably paid in fullSecurity Agent acting on their behalf may, at any time and from time to time, without the Sponsor shall notconsent of or notice to the Junior Loan Participant, except with without incurring responsibility to such Junior Loan Participant and without impairing or releasing any of the prior written consent rights of the Senior LendersLoan Participants, or any of the obligations of the Junior Loan Participant hereunder: (i) except as payment thereof is sell, exchange, release or otherwise permitted hereunder, seek to enforce payment deal with all or any part of any Subordinated Fees property by execution whomsoever mortgaged or otherwisepledged to secure, or obtain howsoever securing, 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, whether by way of subrogation, offset, counterclaim or otherwise, in respect of the amount so payable or so paid (or in respect of any other moneys for the time being due to the Sponsor from the Project Company); orSenior Loan Certificates; (ii) initiate except as otherwise expressly provided in this Agreement, exercise or support refrain from exercising rights against the Borrower or take any steps with a view to other Person; and (iii) other than Indemnity Claims, apply any bankruptcysums, insolvencyby whomsoever paid or however realized, reorganization or dissolution proceedings as provided in respect Section 2.04 of the Project CompanyMortgage. (e) Except as payment thereof is otherwise permitted hereunderBy the acceptance of its Junior Loan Certificate, the Sponsor Junior Loan Participant agrees that in the event that it shall not set-off, assert receive any counter claim in respect of, payment on the Junior Loan Certificate or otherwise reduce owing to it under the Operative Documents which it is not entitled to receive under this Section 13 or Section 2.04 of the Mortgage, it will hold any amounts amount so received in trust for the Senior Loan Participants and will forthwith turn over such payment to the Security Agent on behalf of which is required the Senior Loan Participants in the form received to be deferred under applied as provided in Section 2.04 of the provisions of this AgreementMortgage. (f) No Subordinated Fees By acceptance of its Junior Loan Certificate, the Junior Loan Participant agrees that it may not commence any action or right, title proceeding against the Borrower or any other Person obligated in respect of any Operative Document to recover all or any part of the principal or interest therein on its Junior Loan Certificate or any other sum owing to it under any Operative Document or join with any creditor, unless the Senior Loan Participants shall be assigned or transferredalso join, in whole bringing any such action or in partproceeding. (g) By acceptance of its Junior Loan Certificate, the Junior Loan Participant hereby irrevocably authorizes and empowers the Security Agent on behalf of the Senior Loan Participants to vote the full amount of the indebtedness evidenced by the Sponsor (and the Project Company shall not register, recognize Junior Loan Certificate or otherwise acknowledge such assignment owing to it under the Operative Documents. (h) By acceptance of its Junior Loan Certificate, the Junior Loan Participant agrees that it will not transfer, assign or transfer) otherwise dispose of any interest in the Junior Loan Certificate to any entity that is not the Manufacturer or an Affiliate of the Manufacturer without the prior written consent of the Senior Lenders (Security Agent, such consent not to be unreasonably withheld). (i) [Intentionally omitted] (j) The provisions of this Section 13 and Section 2.04 of the Mortgage are solely for the purpose of defining the relative rights of the Senior Loan Participants on one hand, it being understood that it shall be a precondition and the Junior Loan Participant on the other hand, and nothing herein shall, except as otherwise provided herein, impair, as between the Borrower, and the Junior Loan Participant, the obligation of the Borrower, which is unconditional and absolute, to any such consent that the proposed assignee or transferee of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable pay to the Senior Lenders to be fully bound by Junior Loan Participant the principal amount of the Junior Loan Certificate, interest thereon and all other amounts payable hereunder and under the other Operative Documents in accordance with the terms of this Article IV. Amended and Restated Financial Support Agreementthe provisions hereof and thereof.

Terms of Subordination. (a) The Project Company shall not create or permit Notwithstanding anything to subsistthe contrary, and the Sponsor shall not receive or permit to subsist, any security interest over any obligations of the Project Company's assets Company in respect of this Note will be subordinate and junior in right of payment to the payment in full in cash of any and all or any part of existing and future Senior Indebtedness (as defined below) on the Subordinated Fees. (b) terms set forth in this Section 4.1. Upon any distribution to creditors of assets the Company in connection with any dissolution, winding up, a liquidation or reorganisation dissolution of the Project Company (whether Company, in a bankruptcy, insolvency reorganization, insolvency, receivership or receivership proceedings) similar proceeding relating to the Company or upon its property, or in an assignment for the benefit of creditors or in any marshaling of the Project Company: 's assets and liabilities: (ia) the Loans shall first holders of Senior Indebtedness will be paid entitled to receive payment in full before any payments are made of all obligations due in respect of such Senior Indebtedness (including interest after the Subordinated Fees; and (iicommencement of any bankruptcy proceeding at the rate specified in the applicable Senior Indebtedness) before the Sponsor shall use its best efforts Holder of this Note will be entitled to ensure that receive any payment or distribution of assets of the Project Company of with respect to this Note; and (b) until all obligations with respect to Senior Indebtedness (as provided in clause (a) above) are paid in full, any kind or character, whether in cash, property or securities, distribution to which the Sponsor Holder would be entitled but for this Article 4 will be made to holders of Senior Indebtedness, except that the Holder may receive common stock, par value $0.01 per share, of the Company ("Common Stock") in exchange for all or a portion of this Note (to the extent provided in Section 5.2 below). In the event any such distribution is paid to the holders of Senior Indebtedness instead of to the Holder of this Note, then upon payment in full in cash of all Senior Indebtedness, the Holder of this Note shall be subrogated to the claims of the holders of Senior Indebtedness to the extent of such distribution. Payments may not be made hereunder, and no rights or remedies may be exercised by the Holder in respect of any Subordinated Fees except for these provisionsthis Note, 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 extent, but only to the Loans have been paid in full. (c) If for any reason whatsoever the Sponsor receives: extent, (i) any such payment or distribution the exercise of such rights or remedies by the Holder would result in a default or acceleration under any material agreement or instrument with a third party unaffiliated with the Company with respect of any Subordinated Fees contrary to the provisions set out above; Senior Indebtedness, or Amended and Restated Financial Support Agreement (ii) any benefit by way of the operation of any mandatory set-off required default exists under any applicable law, then material agreement or instrument with a third party unaffiliated with the Sponsor shall hold such Company with respect to Senior Indebtedness. The restrictions on payment or distribution or benefit in trust for and on behalf the exercise of the Senior Lenders, promptly notify the Senior Lenders of the receipt of such payment or distribution or benefit rights and promptly (remedies 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 preceding sentence shall not, except with the prior written consent of the Senior Lenders: not be applicable (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 Company's obligation to make cash payments to the Project Company, whether by way of subrogation, offset, counterclaim or otherwise, in respect holder of the amount so payable or so paid (or Note in respect connection with a Change of any other moneys for the time being due to the Sponsor from the Project Company)Control; or and (ii) initiate or support or take to the Company's obligation to issue Common Stock as payment for the Note at any steps time when the Company may pay the Note by exchange of Common Stock as provided herein. Accordingly, any delay in any cash payment under this Note (other than in connection with a view to Change of Control) resulting from the restrictions contained in this Article 4 shall not result in any bankruptcybreach or default under this Note so long as the Company provides in lieu of cash payment, insolvency, reorganization or dissolution proceedings in respect payment of the Project Company. (e) Except as Note by exchange of its Common Stock if and to the extent that payment thereof in Common Stock is otherwise permitted hereunderavailable under the terms of this Note at such time. The Holder, the Sponsor whether upon original issue or upon transfer or assignment hereof, by its acceptance hereof agrees that this Note shall not set-off, assert any counter claim in respect of, or otherwise reduce any amounts the payment of which is required be subject to be deferred under the provisions of this Agreement. Article 4. If the Company shall determine to create senior debt securities, senior credit facilities or other senior financing arrangements (fincluding without limitation senior equipment financing) No Subordinated Fees or right, title or interest therein shall be assigned or transferredand, in whole order to consummate such transactions, the creditor(s) thereto request that the Holder execute and deliver to such creditor(s) other instruments, documents or in partagreements evidencing the subordination of this Note to such securities, facilities or arrangements, the Holder agrees to cooperate with the Company and to take, or cause to be taken, all action, and do, or cause to be done, all things, reasonably necessary, or reasonably requested by the Sponsor (applicable senior creditor(s) for such securities, facilities or arrangements, to carry out and effectuate the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without the prior written consent intent of the Senior Lenders (such consent not to be unreasonably withheld), it being understood that it shall be a precondition to any such consent that the proposed assignee or transferee of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable to the Senior Lenders to be fully bound by the subordination terms of this Article IV. Amended and Restated Financial Support Agreement4; provided such undertakings are not otherwise inconsistent with the intent of the parties in this Note.

Terms of Subordination. (a) The Project No payment of the principal of, premium, if any, or interest on the Debenture shall be made by the Company shall not create or permit to subsistreceived by the Holder, and the Sponsor shall not receive no prepayment, retirement, purchase or permit to subsist, any security interest over any other acquisition of the Project Debenture shall be made by the Company's assets in , if at the time thereof or immediately thereafter giving effect thereto, there exists (and has not been waived) any default with respect to any provision of all any Senior Indebtedness then outstanding or under any part of the Subordinated Fees. (b) agreement under which such Senior Indebtedness was issued. Upon any distribution of the assets in connection with of the Company upon any dissolution, winding up, liquidation liquidation, reorganization or reorganisation recapitalization or readjustment of the Project Company (whether in bankruptcy, insolvency or receivership proceedings) proceedings or upon an assignment for the benefit of creditors or any other arrangement or marshalling of the Project assets and liabilities of the Company, or otherwise); provided that the consolidation of the Company with or the merger of the Company into another company or the sale of its property as an entirety, or substantially as an entirety, to another company shall not be deemed a winding up for purposes hereof if such company as a part of such consolidation, merger or sale, assume the obligation to pay the indebtedness evidenced by the Debenture: (i) Except as hereinafter provided, the Loans holder or holders of Senior Indebtedness shall first be paid entitled to receive payment in full before any payments are full, or have provisions satisfactory to such holders made for payment in respect full, of the Subordinated Feesprincipal thereof, premium, if any, and interest thereon, before the Holder is entitled to receive any payment on account of the principal of, premium, if any, or interest on the Debenture; and (ii) Except as hereinafter provided, any payment or distribution of assets of the Sponsor Company of any kind or character, whether in cash, property or securities to which the Holder would be entitled except for the provisions hereof shall use be paid by the liquidating trustee or agent, whether a trustee in a receiver or liquidating trustee or other trustee or agent, directly to the holder or holders of the Senior Indebtedness of the Company or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on, the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holder of such Senior Indebtedness; provided that no such delivery shall be made to the holders of Senior Indebtedness of stock or obligations which are issued pursuant to reorganization or readjustment proceedings or dissolution or liquidation proceedings, or upon any merger, consolidation, sale, lease, transfer or other disposal of property or assets not prohibited by the provisions of the Debenture, by the Company, as reorganized, or by the company succeeding to the Company or acquiring its best efforts property and assets, if such stock or obligations are subordinate and junior at least to ensure the extent provided in (and governed by terms substantially identical to the provisions of) this Section 4(b) to the payment of all Senior Indebtedness then outstanding and to the payment of any stock or obligations which are issued in exchange or substitution for any Senior Indebtedness then outstanding. In the event 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 shall be entitled in respect of any Subordinated Fees except for these provisions, shall instead be paid received by the person making Holder which such Holder is not entitled to receive under this Section 4(b), such payment or distributiondistribution shall be held in trust by such Holder for, whether a court and immediately paid over to, the holder or trustee in bankruptcyholders of Senior Indebtedness remaining unpaid or unprovided for or their representative or representatives, a receiver or liquidating trustee or other court, trustee or agent, directly ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on such Senior Lenders Indebtedness, until the Loans all such Senior Indebtedness shall have been paid in full. (c) If for , after giving effect to any reason whatsoever the Sponsor receives: (i) any concurrent payment or distribution in respect of any Subordinated Fees contrary to the provisions set out above; distribution, 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 benefitprovision therefor, 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, whether by way of subrogation, offset, counterclaim or otherwise, in respect of the amount so payable or so paid (or in respect of any other moneys for the time being due to the Sponsor from the Project Company); or (ii) initiate or support or take any steps with a view to any bankruptcy, insolvency, reorganization or dissolution proceedings in respect of the Project Company. (e) Except as payment thereof is otherwise permitted hereunder, the Sponsor shall not set-off, assert any counter claim in respect of, or otherwise reduce any amounts the payment of which is required to be deferred under the provisions of this Agreement. (f) No Subordinated Fees or right, title or interest therein shall be assigned or transferred, in whole or in part, by the Sponsor (and the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without the prior written consent of the Senior Lenders (such consent not to be unreasonably withheld), it being understood that it shall be a precondition to any such consent that the proposed assignee or transferee holders of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable to the Senior Lenders to be fully bound by the terms of this Article IV. Amended and Restated Financial Support AgreementIndebtedness.

Terms of Subordination. The Junior Lien Obligations shall be subordinate and junior in right of payment to the Senior Obligations to the extent and in the manner hereinafter set forth: (a) The Project Company shall not create Each Junior Secured Party hereby authorizes and empowers the Senior Collateral Agent acting on behalf of the Senior Secured Parties and, subject to the terms and conditions hereof, to demand, xxx for, collect and receive every payment or permit distribution made on or in respect of the Junior Lien Obligations or other sum owing to subsistthe holders thereof under the Junior Lien Documents, and to file claims and take such other proceedings, in the Sponsor shall not receive name of the holders of the Junior Lien Obligations or permit otherwise, as the Senior Secured Parties or the Senior Collateral Agent acting on their behalf may deem necessary or advisable for the enforcement of the provisions hereof. Each Junior Secured Party further agrees duly and promptly to subsisttake such action as may be requested by the Senior Secured Parties or the Senior Collateral Agent acting on their behalf to collect the indebtedness evidenced by any note issued under the Junior Lien Documents or otherwise owing to it under the Junior Lien Documents and/or to file appropriate proofs of claim in respect to such indebtedness, and to execute and deliver to the Senior Secured Parties or the Senior Collateral Agent acting on their behalf on demand such powers of attorney, proofs of claim, assignments of claim or proofs of claim (but in any security interest over such case without any recourse, representation or warranty), or other instruments as may be requested by the Senior Secured Parties or the Senior Collateral Agent acting on their behalf to enforce any and all claims upon or with respect to or otherwise owing to it under the Junior Lien Documents. (b) In any case, the Senior Secured Parties or the Senior Collateral Agent acting on their behalf may, at any time and from time to time, without the consent of or notice to any Junior Secured Parties, without incurring responsibility to such holders and without impairing or releasing any of the Project Company's assets in respect rights of the Senior Secured Parties, or any of the obligations of Junior Secured Parties hereunder: (i) subject to the terms hereof, sell, exchange, release or otherwise deal with all or any part of any property by whomsoever mortgaged or pledged to secure, or howsoever securing, the Subordinated FeesSenior Obligations for application as provided in Section 2(b) hereof; (ii) except as otherwise expressly provided in this Agreement, exercise or refrain from exercising any rights against the Company, any other Grantor or any other Person; and (iii) apply any sums, by whomsoever paid or however realized, as provided in Section 2(b) hereof. (bc) Upon All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by any distribution Junior Secured Party contrary to the provisions 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 this Agreement shall be received for the benefit of creditors the Senior Secured Parties, shall be segregated from other funds and property held by the Junior Secured Parties in trust for the Senior Secured Parties and shall be forthwith paid over to the Senior Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Project Company:Secured Obligations owed to the Senior Secured Parties in accordance with the terms hereof. (id) Each Junior Secured Party agrees that it may not commence any action or proceeding against the Loans shall first be paid Company, any other Grantor or any other Person obligated in full before respect of any payments are made Junior Lien Documents in respect of the Subordinated Fees; andCollateral to recover all or any part of any sum owing to it under any Junior Lien Document or join with any creditor, unless the Senior Secured Parties or the Senior Collateral Agent shall also join in bringing any such action or proceeding or the Senior Secured Parties otherwise consent. (iie) the Sponsor shall use its best efforts to ensure that any No payment or distribution of assets to which any holder of the Project Junior Lien Obligations would have been entitled except for the provisions of this Section 5 or Section 2 hereof, as applicable, and which shall have been received by the Senior Secured Parties shall, as between the Company or other obligor thereon, its creditors, and the holder of any kind the Junior Lien Obligations, be deemed to be a payment by the Company or charactersuch other obligor to the holders of the Junior Lien Obligations for or on account of the Junior Lien Obligations, whether and from and after the payment in cashfull of all Senior Obligations and all other amounts owing to the holders thereof under the Senior Loan Documents, property the holders of the Junior Lien Obligations shall be subrogated to the then or securities, thereafter existing rights of the Senior Secured Parties to which receive payments or distributions of assets of the Sponsor would be entitled Company or such other obligor made on or in respect of any Subordinated Fees except for these provisionsthe Senior Obligations or such other amounts until the principal of, and interest on, the Junior Lien Obligations and all other amounts owing to the holders thereof under the Junior Lien Documents shall instead be paid by the person making such in full in cash. The Junior Secured Parties agree that no payment or distribution, whether a court or trustee in bankruptcy, a receiver or liquidating trustee or other court, trustee or agent, directly distributions to the Senior Lenders Secured Parties pursuant to the provisions of this Agreement shall entitle any Junior Secured Party to exercise any rights of subrogation in respect thereof until no Senior Loans are outstanding and all Senior Secured Obligations owed to the Loans Senior Secured Parties shall have been paid in full. (cf) If The provisions of this Section 5 and Sections 2 and 4 are solely for any reason whatsoever the Sponsor receives: (i) any payment or distribution in respect purpose of any Subordinated Fees contrary to defining 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 relative rights of the Senior LendersSecured Parties on the one hand, promptly notify and the Senior Lenders holders of the receipt Junior Lien Obligations on the other hand, and nothing herein shall impair the obligation of such payment or distribution or benefit the Company, which is unconditional and promptly (in the case of a payment or distribution received) absolute, to 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 holders of the Senior LendersJunior Lien Obligations all amounts payable hereunder and under the other Junior Lien Documents in accordance with the terms and the provisions thereof. (dg) Until the Loans have been irrevocably paid in full, the Sponsor shall not, except with the prior written consent The Senior Collateral Agent is hereby authorized to demand specific performance of this Agreement at any time when any of the Senior Lenders: (i) except as payment thereof is otherwise permitted hereunder, seek Junior Secured Parties shall have failed to enforce payment comply with any 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, whether by way of subrogation, offset, counterclaim or otherwise, in respect of the amount so payable or so paid (or in respect of any other moneys for the time being due to the Sponsor from the Project Company); or (ii) initiate or support or take any steps with a view to any bankruptcy, insolvency, reorganization or dissolution proceedings in respect of the Project Company. (e) Except as payment thereof is otherwise permitted hereunder, the Sponsor shall not set-off, assert any counter claim in respect of, or otherwise reduce any amounts the payment of which is required to be deferred under the provisions of this AgreementAgreement applicable to them. The Junior Secured Parties hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. (f) No Subordinated Fees or right, title or interest therein shall be assigned or transferred, in whole or in part, by the Sponsor (and the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without the prior written consent of the Senior Lenders (such consent not to be unreasonably withheld), it being understood that it shall be a precondition to any such consent that the proposed assignee or transferee of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable to the Senior Lenders to be fully bound by the terms of this Article IV. Amended and Restated Financial Support Agreement

Terms of Subordination. (a) The Project Company shall not create or permit Notwithstanding anything to subsistthe contrary, and the Sponsor shall not receive or permit to subsist, any security interest over any obligations of the Project Company's assets Company in respect of this Note will be subordinate and junior in right of payment to the payment in full in cash of any and all or any part of existing and future Senior Indebtedness (as defined below) on the Subordinated Fees. (b) terms set forth in this Section 4.1. Upon any distribution to creditors of assets the Company in connection with any dissolution, winding up, a liquidation or reorganisation dissolution of the Project Company (whether Company, in a bankruptcy, insolvency reorganization, insolvency, receivership or receivership proceedings) similar proceeding relating to the Company or upon its property, or in an assignment for the benefit of creditors or in any marshaling of the Project Company: ’s assets and liabilities: (ia) the Loans shall first holders of Senior Indebtedness will be paid entitled to receive payment in full before any payments are made of all obligations due in respect of such Senior Indebtedness (including interest after the Subordinated Fees; and (iicommencement of any bankruptcy proceeding at the rate specified in the applicable Senior Indebtedness) before the Sponsor shall use its best efforts Holder of this Note will be entitled to ensure that receive any payment or distribution of assets of the Project Company of with respect to this Note; and (b) until all obligations with respect to Senior Indebtedness (as provided in clause (a) above) are paid in full, any kind or character, whether in cash, property or securities, distribution to which the Sponsor Holder would be entitled but for this Article 4 will be made to holders of Senior Indebtedness, except that the Holder may receive common stock, par value $0.01 per share, of the Company (“Common Stock”) in exchange for all or a portion of this Note (to the extent provided in Section 5.2 below). In the event any such distribution is paid to the holders of Senior Indebtedness instead of to the Holder of this Note, then upon payment in full in cash of all Senior Indebtedness, the Holder of this Note shall be subrogated to the claims of the holders of Senior Indebtedness to the extent of such distribution. Payments may not be made hereunder, and no rights or remedies may be exercised by the Holder in respect of any Subordinated Fees except for these provisionsthis Note, 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 extent, but only to the Loans have been paid in full. (c) If for any reason whatsoever the Sponsor receives: extent, (i) any such payment or distribution the exercise of such rights or remedies by the Holder would result in a default or acceleration under any material agreement or instrument with a third party unaffiliated with the Company with respect of any Subordinated Fees contrary to the provisions set out above; Senior Indebtedness, or Amended and Restated Financial Support Agreement (ii) any benefit by way of the operation of any mandatory set-off required default exists under any applicable law, then material agreement or instrument with a third party unaffiliated with the Sponsor shall hold such Company with respect to Senior Indebtedness. The restrictions on payment or distribution or benefit in trust for and on behalf the exercise of the Senior Lenders, promptly notify the Senior Lenders of the receipt of such payment or distribution or benefit rights and promptly (remedies 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 preceding sentence shall not, except with the prior written consent of the Senior Lenders: not be applicable (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 Company’s obligation to make cash payments to the Project Company, whether by way of subrogation, offset, counterclaim or otherwise, in respect holder of the amount so payable or so paid (or Note in respect connection with a Change of any other moneys for the time being due to the Sponsor from the Project Company)Control; or and (ii) initiate or support or take to the Company’s obligation to issue Common Stock as payment for the Note at any steps time when the Company may pay the Note by exchange of Common Stock as provided herein. Accordingly, any delay in any cash payment under this Note (other than in connection with a view to Change of Control) resulting from the restrictions contained in this Article 4 shall not result in any bankruptcybreach or default under this Note so long as the Company provides in lieu of cash payment, insolvency, reorganization or dissolution proceedings in respect payment of the Project Company. (e) Except as Note by exchange of its Common Stock if and to the extent that payment thereof in Common Stock is otherwise permitted hereunderavailable under the terms of this Note at such time. The Holder, the Sponsor whether upon original issue or upon transfer or assignment hereof, by its acceptance hereof agrees that this Note shall not set-off, assert any counter claim in respect of, or otherwise reduce any amounts the payment of which is required be subject to be deferred under the provisions of this Agreement. Article 4. If the Company shall determine to create senior debt securities, senior credit facilities or other senior financing arrangements (fincluding without limitation senior equipment financing) No Subordinated Fees or right, title or interest therein shall be assigned or transferredand, in whole order to consummate such transactions, the creditor(s) thereto request that the Holder execute and deliver to such creditor(s) other instruments, documents or in partagreements evidencing the subordination of this Note to such securities, facilities or arrangements, the Holder agrees to cooperate with the Company and to take, or cause to be taken, all action, and do, or cause to be done, all things, reasonably necessary, or reasonably requested by the Sponsor (applicable senior creditor(s) for such securities, facilities or arrangements, to carry out and effectuate the Project Company shall not register, recognize or otherwise acknowledge such assignment or transfer) without the prior written consent intent of the Senior Lenders (such consent not to be unreasonably withheld), it being understood that it shall be a precondition to any such consent that the proposed assignee or transferee of such Subordinated Fees or right, title or interest therein agrees in an instrument in form and substance acceptable to the Senior Lenders to be fully bound by the subordination terms of this Article IV. Amended and Restated Financial Support Agreement4; provided such undertakings are not otherwise inconsistent with the intent of the parties in this Note.