Common use of Subordination and Postponement of Certain Indebtedness, Guarantees and Stream Equivalent Clause in Contracts

Subordination and Postponement of Certain Indebtedness, Guarantees and Stream Equivalent. Transactions (i) the Seller (other than the Excluded Seller) shall not, and the Seller shall cause the Project Owner not to, incur, grant, allow or permit to exist: (a) any Indebtedness (other than Related Party Indebtedness, which shall be governed by Section 8.10) if the proceeds of such Indebtedness are not used, directly or indirectly, in connection with the acquisition, development, construction, expansion, improvement or operation of any Project Assets by the Project Owner (“Permitted Purposes”); or (b) any Guarantee that is not directly related to Permitted Purposes; and (ii) the Seller (other than the Excluded Seller) shall not, and the Seller shall cause any Vale Affiliate not to, incur, grant, allow or permit to exist any Stream Equivalent Transaction between a Vale Affiliate and any Person that is not a Vale Affiliate (other than the Stream Equivalent Transaction referred to in Section 4.1(f)), unless at such time the provider of such Indebtedness or the beneficiary of such Guarantee or Stream Equivalent Transaction, as applicable, subordinates and postpones such Indebtedness, Guarantee or Stream Equivalent Transaction, as applicable, to the payment in full of the obligations of the Seller under this Agreement and the obligations of the Guarantors pursuant to Article 11 of this Agreement upon any Triggering Event, with such subordination and postponement to be in form and substance satisfactory to the Purchaser, acting reasonably. Notwithstanding the foregoing, any Indebtedness incurred or Guarantee or Stream Equivalent Transaction granted at a time when Vale satisfies the Investment Grade Rating Condition shall not thereafter become restricted by the foregoing provisions of this Section 8.15 as a result of the Investment Grade Rating Condition ceasing to be satisfied in the future.