Subordination of the Guarantee Clause Samples

Subordination of the Guarantee. In the event of a Winding-Up of the Guarantor (otherwise than for the purposes of a Solvent Reorganization of the Guarantor), the amount payable by the Guarantor to a Holder of Notes under or in relation to the Guarantee (in lieu of any other payment by the Guarantor to such Holder under or in relation to the Guarantee), shall be the amount that would have been payable to such Holder if, immediately prior to and throughout such Winding-Up, such Holder was the holder of Notional Preference Shares in the Guarantor. For the purposes only of that calculation, in respect of each Note and accrued but unpaid interest (including any outstanding Arrears of Interest in respect of such interest payment) a Holder will be deemed to hold a Notional Preference Share in the Guarantor entitling the holder thereof to receive in respect of such Notional Preference Share an amount in the Winding-Up of the Guarantor that is equal to the principal amount of the relevant Note and any accrued but unpaid interest and any outstanding Arrears of Interest in respect of such interest (without double counting) (and, in the case of an administration, on the assumption that the shareholders were entitled to claim and recover in respect of their shares to the same degree as in a Winding-Up). For the purpose of construing the provisions of the Guarantee and the Guarantor’s payment obligations in respect thereof, the latter amounts shall be treated as due and payable by the Company on the date such Winding-Up order of the Company is made or such resolution is passed or notice is given, as the case may be and, consequently, a claim under the Guarantee in respect of such amount may be made on, or at any time after, such date. For the avoidance of doubt, any Arrears of Interest will not become subject to the Guarantee until they constitute a Mandatory Payment of Arrears of Interest.

Subordination of the Guarantee. In the event of: (a) an order being made, or an effective resolution being passed, for the winding-up of the Guarantor (except, in any such case, a solvent winding-up solely for the purposes of a reorganisation, restructuring, reconstruction, merger, conversion, amalgamation or a substitution or termination in accordance with Condition 21, the terms of which reorganisation, restructuring, reconstruction, merger, conversion, amalgamation, substitution or termination (x) are authorised or permitted in accordance with the provisions of these Conditions or the Deed of Guarantee or have previously been approved by an Extraordinary Resolution and (y) do not provide that the Notes shall thereby become redeemable or repayable in accordance with these Conditions); (b) an administrator or receiver of the Guarantor being appointed and such administrator or receiver giving notice that it intends to declare and distribute a dividend or distribution (or, after a substitution pursuant to Condition 21, any other ownership interests) of the Guarantor; or (c) any analogous event relating to the Guarantor to those described in (a) and (b) above under any insolvency, bankruptcy or similar law applicable to the Guarantor, espect of the the rights and claims of the Noteholders and (if applicable) Couponholders against the Guarantor in r of or arising under the Guarantee will rank (i) junior to the claims of all holders of Senior Obligations Guarantor; (ii) pari passu with the claims of holders of all Parity Obligations of the Guarantor and (iii) senior to the claims of holders of all Junior Obligations of the Guarantor. Nothing in this Condition 5.3 shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Agents or the rights and remedies of the Agents in respect thereof. As used in these Conditions:

Subordination of the Guarantee. Pursuant to Section 11.01(a) of the Base Indenture, the provisions of this Article V and Article XI of the Base Indenture shall apply to the provisions of the Subordinated Notes.

Subordination of the Guarantee. 5.11.1 If, at any time prior to the occurrence of a Trigger Event, a Guarantor Winding-Up occurs, there shall be payable by the Guarantor in respect of Guaranteed Amounts in respect of each Note (in lieu of any other payment by the Guarantor) such amount, if any, as would have been payable to the Noteholder in respect of such Note if, on the day preceding the commencement of such Guarantor Winding-Up and thereafter, such Noteholder were a member of the Guarantor by virtue of being the accountholder pursuant to a subordinated mutual members’ account (a “Notional Subordinated Account”) held with the Guarantor, the terms of which Notional Subordinated Account confers upon such member a right to return of assets in such Guarantor Winding-Up which ranks (1) at least pari passu with all claims in respect of Parity Obligations; (2) in priority to all claims in respect of Junior Obligations and

Subordination of the Guarantee. SECTION 6.1. Agreement to Subordinate. Parent covenants and agrees, and each Person holding any Debenture, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees, that the obligations of Parent under Section 5.1 of this First Supplemental Indenture with respect to the payment of the principal of, premium, if any, and interest on all Debentures issued under the Indenture shall, to the extent and in the manner set forth in this Article VI, be subordinated and subject in right of payment to the prior payment in full of all Parent Senior Indebtedness and that the subordination is for the benefit of the holders of Parent Senior Indebtedness. No provision of this Article VI shall prevent the occurrence of any default or Event of Default under the Indenture.

Subordination of the Guarantee