Common use of Certain Subordination Terms Clause in Contracts

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 evidencing Subordinated Debt shall bear a legend providing that payment of the Subordinated Debt thereunder has been subordinated to prior payment of the Senior Claims in the manner and to the extent set forth in this Article. 2.5. Junior Claimant shall not commence or join with any other creditor or creditors of the Subordinated Debtor in commencing any Proceeding against the Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], but may join in any Proceeding after it has commenced. At any general meeting of creditors of Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], or in the event of any Proceeding, if all Senior Claims have not been paid in full in cash at such time, the Collateral Agent on behalf of the Senior Claimants is hereby irrevocably authorized at any such meeting or in any such Proceeding: (a) To enforce claims comprising Subordinated Debt in the name of Junior Claimant, by proof of debt, proof of claim, suit or otherwise; (b) To collect any assets of the Subordinated Debtor distributed, divided or applied by way of dividend or payment as a result of a Proceeding, or such securities issued, on account of Subordinated Debt as a result thereof and apply the same, or the proceeds of any realization upon the same that the Senior Claimants in their discretion elect to effect, to Senior Claims until all Senior Claims shall have been paid in full in cash (the Senior Claimants hereby agreeing to render any surplus to Junior Claimant and/or other subordinated creditors, as their interests appear, or to interplead such surplus with a court of competent jurisdiction); and (c) To take generally any action in connection with any such meeting or proceeding which Junior Claimant might otherwise take in respect of the Subordinated Debt and claims relating thereto. After the commencement of any such Proceeding, Junior Claimant may inquire in writing of the Collateral Agent on behalf of the Senior Claimants whether the respective Senior Claimants intend to exercise the foregoing rights with respect to the Subordinated Debt. Should the Senior Claimants fail, at least 20 days before the deadline therefor, either to file a proof of claim with respect to the Subordinated Debt and to furnish a copy thereof to Junior Claimant, or to inform Junior Claimant in writing that the Senior Claimants intend to exercise their rights to assert the Subordinated Debt in the manner hereinabove provided, Junior Claimant may, but shall not be required to, proceed to file a proof of claim with respect to the Subordinated Debt and take such further steps with respect thereto, not inconsistent with this Article, as Junior Claimant may deem proper. 2.6. Upon the occurrence and during the continuation of an event of default under a Secured Debt Document, Junior Claimant may, but shall have no obligation to, upon not less than 10 days prior written notice to the Collateral Agent, purchase all of the outstanding Senior Obligations owing to the Senior Claimants by irrevocably tendering, in immediately available funds, full payment of the Purchase Price (as defined below) to the Senior Claimants: (a) The Purchase Price shall be equal to the total amount of Senior Claims at the time of acceleration (assuming such obligations have been accelerated); (b) Any such purchase by Junior Claimant shall be without warranty by, or recourse to, the Senior Claimants, except with respect to the legal and beneficial ownership by the Senior Claimants of the Obligations so purchased, free and clear of all Liens and rights of others; and (c) Concurrently with any such purchase, the Senior Claimants shall forthwith sell, assign, transfer and convey to Junior Claimant all of their right, title and interest in and to the Senior Obligations, and all Liens and other security interests in favor of the Senior Claimants securing the obligations of the Subordinated Debtor in connection therewith.

Certain Subordination Terms. Until the all Senior Obligations Termination DateClaims shall have --------------------------- been paid in full, and notwithstanding anything in the Subordinated Debt Documents a Management Agreement to the contrary: 2.1. Except as permitted under Junior Claimant acknowledges that, notwithstanding anything in any Management Fee Agreement to the Senior Claim Documentscontrary, Navy I may pay to Junior Claimant Subordinated Management Fee due and payable to Junior Claimant, solely to the Subordinated Debtor shall not, directly or indirectly, make any extent funds are available for such payment from amounts transferred to the Operating and Maintenance Fees Account pursuant to subsection (vii) of principal, interest or otherwise on or in respect Section 3.1(c) of the Subordinated DebtDeposit and Disbursement Agreement. 2.2. Except for the right to demand and accept payments as provided set forth in Section [___].2.1 or [__].2.5(b)2.1 hereof, Junior Claimant shall not demand, ▇▇▇ for for, or accept from the Subordinated Debtor or any other Person Navy I 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 paymentrights, in either case in respect of the Subordinated DebtManagement Fees, provided, however, that nothing herein shall limit the right nor set off against obligations owed to Navy I under a Management Fee Agreement or ability of Junior Claimant (i) to receive payments from the Subordinated Debtor in respect otherwise against any part of the Subordinated Debt as provided Management Fees. Notwithstanding anything in a Management Fee Agreement to the contrary, the failure by Navy I 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 so long as no default 2.1 hereof, constitute a breach or event of default under any Secured Debt Document has occurred and is continuing, or (ii) to accelerate the maturity either 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 Debta Management Fee Agreement. 2.3. Neither the Subordinated Debtor Navy I nor Junior Claimant shall otherwise 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 DocumentsAgreement. 2.4. Each document negotiable instrument or instrument promissory note, if any, evidencing Subordinated Debt 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 Debt Management Fees thereunder has 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 ArticleAgreement. 2.5. Junior Claimant shall not commence or voluntarily permit Navy I to commence or join with any other creditor or creditors of the Subordinated Debtor Navy I in commencing any Proceeding against Navy I; provided that Junior Claimant shall not be so -------- restricted with respect to claims arising directly out of Navy I's failure to perform its obligations or make any payments of amounts due to Junior Claimant under a Management Fee Agreement other than the Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], but may join in any Proceeding after it has commencedManagement Fees. At any general meeting of creditors of Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], Navy I or in the event of any Proceeding, if all Senior Claims have not been paid in full in cash at such time, the Collateral Agent on behalf of the Senior Claimants is hereby irrevocably authorized at any such meeting or in any such Proceeding: (a) To 2.5.1. to enforce claims comprising the Subordinated Debt Management Fees in the name of Junior Claimant, by proof of debt, proof of claim, suit or otherwise; (b) To 2.5.2. to collect any assets of the Subordinated Debtor Navy I distributed, divided or applied by way of dividend or payment as a result of a Proceeding, or such securities issued, on account of the Subordinated Debt Management Fees as a result thereof and apply the same, or the proceeds of any realization upon the same that the Senior Claimants in their discretion elect to effect, to Senior Claims until all Senior Claims shall have been paid in full in cash (the Senior Claimants hereby agreeing to render any surplus to Junior Claimant and/or other subordinated creditors, as their interests appear, or to interplead such surplus with a court of competent jurisdictionjurisdiction may direct); and; (c) To 2.5.3. other than voting claims comprising the Subordinated Management Fees, to take generally any action in connection with any such meeting or proceeding which Junior Claimant might otherwise take in respect of the Subordinated Debt Management Fees and claims relating thereto. After the commencement of any such Proceeding, Junior Claimant may inquire of Collateral Agent in writing of the whether Collateral Agent on behalf of the Senior Claimants whether the respective Senior Claimants intend intends to exercise the foregoing rights with respect to the Subordinated DebtManagement Fees. Should the Senior Claimants Collateral Agent fail, at least 20 days before the deadline thereforwithin a reasonable time after receipt of such inquiry, either to file a proof of claim with respect to the Subordinated Debt Management Fees and to furnish a copy thereof to Junior Claimant, or to inform Junior Claimant in writing that the Senior Claimants intend to exercise their rights to assert the Subordinated Debt Management Fees in the manner hereinabove provided, Junior Claimant may, but shall not be required to, proceed to file a proof of claim with respect to the Subordinated Debt Management Fees and take such further steps with respect thereto, not inconsistent with this ArticleAgreement, as Junior Claimant may deem proper. 2.6. Upon the occurrence and during the continuation of an event of default under a Secured Debt Document, Junior Claimant may, but shall have no obligation to, upon not less than 10 days prior written notice to the Collateral Agent, purchase all of the outstanding Senior Obligations owing to the Senior Claimants by irrevocably tendering, in immediately available funds, full payment of the Purchase Price (as defined below) to the Senior Claimants: (a) The Purchase Price shall be equal to the total amount of Senior Claims at the time of acceleration (assuming such obligations have been accelerated); (b) Any such purchase by Junior Claimant shall be without warranty by, or recourse to, the Senior Claimants, except with respect to the legal and beneficial ownership by the Senior Claimants of the Obligations so purchased, free and clear of all Liens and rights of others; and (c) Concurrently with any such purchase, the Senior Claimants shall forthwith sell, assign, transfer and convey to Junior Claimant all of their right, title and interest in and to the Senior Obligations, and all Liens and other security interests in favor of the Senior Claimants securing the obligations of the Subordinated Debtor in connection therewith.

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(bor[____].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 evidencing Subordinated Debt shall bear a legend providing that payment of the Subordinated Debt thereunder thereunder, has been subordinated to prior payment of the Senior Claims in the manner and to the extent set forth in this Article. 2.5. Junior Claimant shall not commence or join with any other creditor or creditors of the Subordinated Debtor in commencing any Proceeding against the Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], but may join in any Proceeding after it has commenced. At any general meeting of creditors of Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], or in the event of any Proceeding, if all Senior Claims have not been paid in full in cash at such time, the Collateral Agent on behalf of the Senior Claimants is hereby irrevocably authorized at any such meeting or in any such Proceeding: (a) To enforce claims comprising Subordinated Debt in the name of Junior Claimant, by proof of debt, proof of claim, suit or otherwise; (b) To collect any assets of the Subordinated Debtor distributed, divided or applied by way of dividend or payment as a result of a Proceeding, or such securities issued, on account of Subordinated Debt as a result thereof and apply the same, or the proceeds of any realization upon the same that the Senior Claimants in their discretion elect to effect, to Senior Claims until all Senior Claims shall have been paid in full in cash (the Senior Claimants hereby agreeing to render any surplus to Junior Claimant and/or other subordinated creditors, as their interests appear, or to interplead such surplus with a court of competent jurisdiction); and (c) To take generally any action in connection with any such meeting or proceeding which Junior Claimant might otherwise take in respect of the Subordinated Debt and claims relating thereto. After the commencement of any such Proceeding, Junior Claimant may inquire in writing of the Collateral Agent on behalf of the Senior Claimants whether the respective Senior Claimants intend to exercise the foregoing rights with respect to the Subordinated Debt. Should the Senior Claimants fail, at least 20 days before the deadline therefor, either to file a proof of claim with respect to the Subordinated Debt and to furnish a copy thereof to Junior Claimant, or to inform Junior Claimant in writing that the Senior Claimants intend to exercise their rights to assert the Subordinated Debt in the manner hereinabove provided, Junior Claimant may, but shall not be required to, proceed to file a proof of claim with respect to the Subordinated Debt and take such further steps with respect thereto, not inconsistent with this Article, as Junior Claimant may deem proper. 2.6. Upon the occurrence and during the continuation of an event of default under a Secured Debt Document, Junior Claimant may, but shall have no obligation to, upon not less than 10 days prior written notice to the Collateral Agent, purchase all of the outstanding Senior Obligations owing to the Senior Claimants by irrevocably tendering, in immediately available funds, full payment of the Purchase Price (as defined below) to the Senior Claimants: (a) The Purchase Price shall be equal to the total amount of Senior Claims at the time of acceleration (assuming such obligations have been accelerated); (b) Any such purchase by Junior Claimant shall be without warranty by, or recourse to, the Senior Claimants, except with respect to the legal and beneficial ownership by the Senior Claimants of the Obligations so purchased, free and clear of all Liens and rights of others; and (c) Concurrently with any such purchase, the Senior Claimants shall forthwith sell, assign, transfer and convey to Junior Claimant all of their right, title and interest in and to the Senior Obligations, and all Liens and other security interests in favor of the Senior Claimants securing the obligations of the Subordinated Debtor in connection therewith.

Certain Subordination Terms. Until all Senior Claims shall have been paid in full and the Senior Obligations Termination DateClaimants' commitments irrevocably terminated under the Credit Documents, and notwithstanding anything in the Subordinated Debt Documents to the contrary: 2.1. 2.1 Except as permitted under the Senior Claim DocumentsCredit Agreement (including Sections 3.10(b) and 7.2.1(8) thereof), the Subordinated Debtor Borrower shall not, directly or indirectly, make any payment of principal, interest or otherwise on or in respect of the Subordinated Debt. 2.2. 2.2 Except for the right to demand and accept payments permitted under the Credit Agreement or as provided in Section [___].2.1 2.1 or [__].2.5(b)2.5.2 of this Agreement, Junior Claimant shall not demand, sue ▇▇▇ for ▇, or accept from the Subordinated Debtor Borrower 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 Borrower in respect of the Subordinated Debt as provided in Section [___].2.1 2.1 so long as no default or event Event of default Default under any Secured Debt Document the Credit Agreement has occurred and is continuing, or (ii) to accelerate or 2.3 Neither Borrower nor 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 ArticleAgreement, 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 Collateral 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 the Junior Claimant on account of any Subordinated Debt as established in this Article Agreement or (iii) the Senior Claimants' exercise of remedies in accordance with the Senior Claim Credit Agreement and the other Credit Documents. 2.4. Each document or instrument evidencing Subordinated Debt shall bear a legend providing that payment of the Subordinated Debt thereunder has been subordinated to prior payment of the Senior Claims in the manner and to the extent set forth in this Article. 2.5. Junior Claimant shall not commence or join with any other creditor or creditors of the Subordinated Debtor in commencing any Proceeding against the Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], but may join in any Proceeding after it has commenced. At any general meeting of creditors of Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], or in the event of any Proceeding, if all Senior Claims have not been paid in full in cash at such time, the Collateral Agent on behalf of the Senior Claimants is hereby irrevocably authorized at any such meeting or in any such Proceeding: (a) To enforce claims comprising Subordinated Debt in the name of Junior Claimant, by proof of debt, proof of claim, suit or otherwise; (b) To collect any assets of the Subordinated Debtor distributed, divided or applied by way of dividend or payment as a result of a Proceeding, or such securities issued, on account of Subordinated Debt as a result thereof and apply the same, or the proceeds of any realization upon the same that the Senior Claimants in their discretion elect to effect, to Senior Claims until all Senior Claims shall have been paid in full in cash (the Senior Claimants hereby agreeing to render any surplus to Junior Claimant and/or other subordinated creditors, as their interests appear, or to interplead such surplus with a court of competent jurisdiction); and (c) To take generally any action in connection with any such meeting or proceeding which Junior Claimant might otherwise take in respect of the Subordinated Debt and claims relating thereto. After the commencement of any such Proceeding, Junior Claimant may inquire in writing of the Collateral Agent on behalf of the Senior Claimants whether the respective Senior Claimants intend to exercise the foregoing rights with respect to the Subordinated Debt. Should the Senior Claimants fail, at least 20 days before the deadline therefor, either to file a proof of claim with respect to the Subordinated Debt and to furnish a copy thereof to Junior Claimant, or to inform Junior Claimant in writing that the Senior Claimants intend to exercise their rights to assert the Subordinated Debt in the manner hereinabove provided, Junior Claimant may, but shall not be required to, proceed to file a proof of claim with respect to the Subordinated Debt and take such further steps with respect thereto, not inconsistent with this Article, as Junior Claimant may deem proper. 2.6. Upon the occurrence and during the continuation of an event of default under a Secured Debt Document, Junior Claimant may, but shall have no obligation to, upon not less than 10 days prior written notice to the Collateral Agent, purchase all of the outstanding Senior Obligations owing to the Senior Claimants by irrevocably tendering, in immediately available funds, full payment of the Purchase Price (as defined below) to the Senior Claimants: (a) The Purchase Price shall be equal to the total amount of Senior Claims at the time of acceleration (assuming such obligations have been accelerated); (b) Any such purchase by Junior Claimant shall be without warranty by, or recourse to, the Senior Claimants, except with respect to the legal and beneficial ownership by the Senior Claimants of the Obligations so purchased, free and clear of all Liens and rights of others; and (c) Concurrently with any such purchase, the Senior Claimants shall forthwith sell, assign, transfer and convey to Junior Claimant all of their right, title and interest in and to the Senior Obligations, and all Liens and other security interests in favor of the Senior Claimants securing the obligations of the Subordinated Debtor in connection therewith.