STRUCTURAL SUBORDINATION Sample Clauses
The Structural Subordination clause establishes that a lender’s claims to a borrower’s assets are subordinate to the claims of creditors at the subsidiary level. In practice, this means that if a borrower owns subsidiaries, the creditors of those subsidiaries have priority over the parent company’s creditors with respect to the subsidiary’s assets. This clause clarifies the order of repayment in the event of insolvency or liquidation, ensuring that subsidiary creditors are paid first, thereby managing risk and setting clear expectations for all parties involved.
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STRUCTURAL SUBORDINATION. Notwithstanding any other provision of the Senior Finance Documents, no Obligor will, and each Obligor will procure that none of its Subsidiaries will:
(i) declare or pay, directly or indirectly, any dividends or make any distribution in favour of the Parent, the Issuer, the Subordinated Guarantor, any Holding Company of the Parent or any of the SLPs;
(ii) make any loan to or grant any financial accommodation to the Parent, the Issuer, the Subordinated Guarantor, any Holding Company of the Parent or any of the SLPs or any Acquiring Company (other than pursuant to the Inter-Company Loan Agreements or to the extent permitted by Clause 16.10(b) (Acquiring Companies));
(iii) pay any interest or other amount to the Parent, the Issuer, the Subordinated Guarantor, any Holding Company of the Parent or any of the SLPs under or in connection with any loan received from the Parent, the Issuer, the Subordinated Guarantor, any such Holding Company or any of the SLPs or pay any amount to or transfer monies to the Parent, the Issuer, the Subordinated Guarantor, any Holding Company of the Parent or any of the SLPs whatsoever (other than (x) pursuant to the Recapitalisation Documents or otherwise in connection with the Recapitalisation (including, without limitation, as contemplated in paragraph (i) of the definition of Permitted Indebtedness), and (y) (in the case of UK Newco 3 and the Subordinated Guarantor only) on the Bridge Note Refinancing Date in connection with the Bridge Note Refinancing as specified in the Bridge Note Refinancing Funds Flow Statement);
(iv) sell, transfer, lease out, lend or otherwise dispose of any asset to the Parent, the Issuer, the Subordinated Guarantor, any Holding Company of the Parent or any of the SLPs (other than pursuant to the Recapitalisation Inter-Company Loan Agreements and (in the case of UK Newco 3 only) the Tranche C3 Inter-Company Loan Agreements); or
(v) grant any guarantee or enter into any participation or purchase arrangements in relation to any obligation of the Parent, the Issuer, the Subordinated Guarantor, any Holding Company of the Parent or any of the SLPs or any Acquiring Company other than (A) the guarantee from the Subordinated Guarantor, in respect of the obligations of the Issuer under the Bridge Facility Finance Documents, the Bond Finance Documents, and the Further High Yield Debt, (B) to the extent permitted under the Intercreditor Agreement and (C) any guarantee given under the Senior Finance Documents, or co...
STRUCTURAL SUBORDINATION. The Series B Preference Shares shall be structurally subordinated in right of payment to all obligations of the Company’s subsidiaries including all existing and future policyholders’ obligations of such subsidiaries.
STRUCTURAL SUBORDINATION. Notwithstanding any other provision of the Finance Documents, no Obligor will, and each Obligor will procure that none of its Subsidiaries will:
(a) pay any interest or other amount to any Excluded Group Member under or in connection with any loan received from any Excluded Group Member, or pay any amount to or transfer monies to any Excluded Group Member other than (i) to facilitate the payment of dividends permitted by Clause 23.25 (No Restriction on Payment of Dividends and other amounts), (ii) to facilitate the payment of actual out-of-pocket costs and expenses and any tax liabilities that are or may be incurred by the Excluded Group Members and (iii) to facilitate the payment of (1) scheduled interest payments to be made in respect of the High Yield Debt, Discount High Yield Debt and/or Further High Yield Debt and (2) payments of principal in respect of the High Yield Debt and Discount High Yield Debt but only to the extent that such payments are required to redeem up to 35% of the High Yield Notes and the Discount High Yield Notes for which a notice of redemption was delivered on or about the date of Completion (a copy of a draft of which notice was delivered to the Facility Agent pursuant to sub-paragraph (h) (i) of paragraph 4 of Part I of Schedule 2 (Conditions Precedent));
(b) sell, transfer, lease out, lend or otherwise dispose of any asset to any Excluded Group Member; or
(c) grant any guarantee or enter into any participation or purchase arrangements in relation to any obligation of any Excluded Group Member other than (A) the guarantee from the Subordinated Guarantor in respect of the obligations of the Issuer under the Further High Yield Debt or (B) to the extent permitted under the Finance Documents, or commit to any person to enter into any agreement under which it has any obligation to do any of the foregoing, except as permitted in accordance with the Finance Documents.
STRUCTURAL SUBORDINATION. Notwithstanding any other provision of the Senior Finance Documents, no Obligor will, and each Obligor will procure that none of its Subsidiaries will:-
(i) declare or pay, directly or indirectly, any dividends or make any distribution in favour of either the Parent, UK ParentCo 1 or UK ParentCo 2;
(ii) make any loan to or grant any financial accommodation to the Parent, UK ParentCo 1 or UK ParentCo 2;
(iii) pay any interest or other amounts to the Parent, UK ParentCo 1 or UK ParentCo 2 under or in connection with any loan received from the Parent, UK ParentCo 1 or UK ParentCo 2 pay any amount to or transfer monies to the Parent, UK ParentCo 1 or UK ParentCo 2 whatsoever, other than in respect of any loan made to UK BondCo which is subordinated in a manner satisfactory to the Facility Agent and which is lent from UK ParentCo 3, UK ▇▇▇▇▇, UK TraderCo or any US Obligor which has granted security over all its assets and which loan is ultimately funded from equity subscribed in the Parent which has been subscribed by the Parent in ordinary shares in UK ParentCo 1 and subscribed by UK ParentCo 1 in shares in UK ParentCo 2 and subscribed by UK ParentCo 2 in shares in UK ParentCo 3;
(iv) sell, transfer, lease out, lend or otherwise dispose of any asset to the Parent, UK ParentCo 1 or UK ParentCo 2; or
(v) grant any guarantee or enter into any participation or purchase arrangements in relation to any obligation of the Parent, UK ParentCo 1 or UK ParentCo 2; except as permitted in accordance with the Intercreditor Agreement provided that any payments or other distributions made by UK Parentco 3 to the Parent, UK Parentco 1 or UK Parent Co2 pursuant to clause 7.5 (Other Permitted Payments to the Parent, ParentCo One and Parentco Two) of the Intercreditor Agreement which relate directly or indirectly to China Project Newco or the China Project, together with any travel costs and expenses attributable to the operation of the China Project, shall not exceed an aggregate amount of Pound Sterling300,000 in any Financial Year.
STRUCTURAL SUBORDINATION
STRUCTURAL SUBORDINATION