Certain Subordination Terms Clause Samples

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

  • Agreement of Subordination The Company covenants and agrees, and each holder of Notes issued hereunder by its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Four, and each Person holding any Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest (including Liquidated Damages, if any) on all Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in this Indenture) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article Four shall prevent the occurrence of any default or Event of Default hereunder.

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions (a) Each Holder by accepting a Security of any series acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. (b) Without in any way limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer, any Guarantor or any other Person.

  • SUBORDINATION OF NOTES Section 11.01.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

  • Authorization to Effect Subordination Each Holder of Notes, by the Holder's acceptance thereof, authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.