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...
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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.
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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.
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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 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.
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STRUCTURAL SUBORDINATION 
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STRUCTURAL SUBORDINATION 
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Related to STRUCTURAL SUBORDINATION

  • Lien Subordination Lender agrees that the Liens granted to it hereunder in Third Party Equipment shall be subordinate to the Liens of current and future lenders providing equipment financing and equipment lessors for equipment and other personal property acquired by Borrower after the date hereof (“Third Party Equipment”); provided that such Liens are confined solely to the equipment so financed and the proceeds thereof and are Permitted Liens. Notwithstanding the foregoing, the Obligations hereunder shall not be subordinate in right of payment to any obligations to other lenders, equipment lenders or equipment lessors and Lender’s rights and remedies hereunder in the Collateral which does not constitute Third Party Equipment shall not in any way be subordinate to the rights and remedies of any such lenders or equipment lessors. So long as no Event of Default has occurred which has not been waived by Lender, Lender agrees to execute and deliver such agreements and documents as may be reasonably requested by Borrower from time to time which set forth the lien subordination described in this Section 4.8 and are reasonably acceptable to Lender. Lender shall have no obligation to execute any agreement or document which would impose obligations, restrictions or lien priority on Lender which are less favorable to Lender than those described in this Section 4.8.

  • 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.

  • No Impairment of Subordination No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

  • Payment Subordination Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.

  • SUBORDINATION OF NOTES Section 11.01.