Subordination clause samples

SECTION 10.9. Subordination. (a)If any Trustee or the Subordination Agent receives any payment in respect of any obligations owing hereunder, which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent of such payment, such obligations intended to be satisfied shall be revived and continue in full force and effect as if such payment had not been received.

SECTION9.06 Subordination. Any Indebtedness of the Borrower or any Guarantor now or hereafter and all rights of indemnity, contribution or subrogation under Applicable Law or otherwise, held by any Guarantor (the “Obligee Guarantor”) are hereby subordinated in right of payment or performance to the Guaranteed Obligations until the Guaranteed Obligations is paid and performed in full. Any amount in respect of such indebtedness or rights collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Secured Parties and shall forthwith be paid over to the Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

6.10 Subordination. This Sublease is subject and subordinate to the Head Lease in all respects, and the rights of the Sublessee hereunder are subject and subordinated in all respects to the rights of the Head Lessor, the Owner Participant and the Financing Parties. Prior to Delivery, Sublessee agrees and confirms that its rights to possession of the Aircraft will terminate immediately upon the termination or cancellation of the Head Lease, and that it will redeliver the Aircraft to Head Lessor upon notification from Head Lessor that an Event of Default under the Head Lease has occurred and is continuing, and that Head Lessor has, as a result thereof, terminated or cancelled Sublessor’s right to possession of the Aircraft under the Head Lease. Head Lessor, Owner Participant and any Financing Party will be a third-party beneficiary of this Section6.10.

Section 9.09.Subordination.(a) As between the Liquidity Providers (and any additional liquidity providers in respect of any class of Refinancing Certificates or any Additional Certificates), on the one hand, and the Trustees (and any Refinancing Trustees or an Additional Trustee) and the Certificateholders (and any Refinancing Certificateholders or Additional Certificateholders), on the other hand, and as among the Trustees (and any Refinancing Trustees or an Additional Trustee) and the related Certificateholders (and any Refinancing Certificateholders or Additional Certificateholders) this Agreement shall be a subordination agreement for purposes of Section 510 of the Bankruptcy Code.

Section 3.12. Subordination. (a) The indebtedness evidenced by the Series B Equipment Notes is, to the extent and in the manner provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of the Series A Equipment Notes, and the Series B Equipment Notes are issued subject to such provisions. The indebtedness evidenced by any Additional Series Equipment Notes, if issued, will be, to the extent and in the manner provided in this Indenture (as this Indenture may be amended in connection with any such issuance of Additional Series Equipment Notes), subordinate and subject in right of payment to the prior payment in full of the Secured Obligations in respect of the Series A Equipment Notes, the Series B Equipment Notes and, if applicable, any previously or concurrently issued Additional Series Equipment Notes with a series designation ranking senior to such Additional Series Equipment Notes, and any Additional Series Equipment Notes, if issued, shall be issued subject to such provisions. The indebtedness evidenced by the Series A Equipment Notes and the Series B Equipment Notes is, and the indebtedness evidenced by any Additional Series Equipment Notes, if issued, will be, to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and the Series A Equipment Notes and the Series B Equipment Notes are, and any Additional Series Equipment Notes shall be, issued subject to such provisions. By acceptance of its Equipment Notes of any Series, each Noteholder of such Series (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as applicable, on such Noteholder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Indenture and the applicable Related Indenture, and (iii) appoints the Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as applicable, as such Noteholder’s attorney-in-fact for such purpose.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

11.07. Subordination. If the Required Lenders so request after the occurrence and during the continuance of any Event of Default, any such obligation or indebtedness of any Borrower owing to Holdings or any Subsidiary Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Borrower to Holdings or any Subsidiary Guarantor as subrogee of the Lender Parties or resulting from Holdings’ or any Subsidiary Guarantor’s performance under this Guarantee (and, in each case, the payment thereof), shall be subordinated to the Payment in Full of the Obligations and shall be enforced and performance received by Holdings or any Subsidiary Guarantor as trustee for the Lender Parties and the proceeds thereof shall be paid over to the Administrative Agent to be applied to the Secured Obligations, but without reducing or affecting in any manner the liability of Holdings or any Subsidiary Guarantor under this Guarantee.

Section2.1 Subordination. To the extent and in the manner hereinafter set forth in this Agreement, each Obligor signatory hereto (on behalf of itself and each other Obligor) and each Junior Creditor agrees that payment of the Junior Debt is expressly subordinated to the prior Final Payment of all Senior Debt. The subordination provisions herein set forth are made for the benefit of Senior Lenders, and Senior Lenders may proceed to enforce such provisions.

6. Subordination. All obligations of Borrower to Guarantor (other than customary compensation, reimbursable expenses and other fringe benefits on account of employment which are payable to Guarantor) which presently or in the future may exist (“Guarantor’s Claims”) are hereby subordinated to the Obligations. At Lender’s request, Guarantor’s Claims will be enforced and performance thereon received by Guarantor only as a trustee for Lender, and Guarantor will promptly pay over to Lender all proceeds recovered for application to the Obligations without reducing or affecting Guarantor’s liability under other provisions of this Guaranty.

3.SUBORDINATION. HOLDER EXPRESSLY ACKNOWLEDGES AND AGREES THAT MAKER’S OBLIGATIONS HEREUNDER, INCLUDING THE PAYMENTS OF INTEREST, PRINCIPAL AND OTHER AMOUNTS TO BE MADE TO HOLDER PURSUANT TO THIS NOTE AND ALL OF HOLDER’S RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL, ARE IN EACH CASE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE SUBORDINATION AGREEMENT.

10.25 Subordination. THIS AGREEMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SVB SUBORDINATION AGREEMENT”) DATED AS OF THE DATE HEREOF BY AND AMONG LENDER, BORROWER, SILICON VALLEY BANK AND THE OTHER PARTIES THERETO TO THE SENIOR DEBT (AS DEFINED IN THE SVB SUBORDINATION AGREEMENT). THIS AGREEMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE ALSO SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “PFG SUBORDINATION AGREEMENT,” AND TOGETHER WITH THE SVB SUBORDINATION AGREEMENT, THE “SUBORDINATION AGREEMENTS”) DATED AS OF THE DATE HEREOF BY AND AMONG LENDER, BORROWER, PARTNERS FOR GROWTH IV, L.P. AND THE OTHER PARTIES THERETO TO THE SENIOR DEBT (AS DEFINED IN THE PFG SUBORDINATION AGREEMENT).

2. Subordination. The payment of all of the Subordinated Obligations is hereby expressly subordinated to the extent and in the manner hereinafter set forth to the payment in full of the Senior Indebtedness.

4.4 Subordination. Seller and Stockholders acknowledge, understand and agree that the right to receive payments under the Buyer Note and any Earn Out Payments hereunder (collectively, “Subordinated Payments”) is and shall remain subordinate in right of payment to a revolving credit facility in favor of Burnley Capital or one or more of its affiliates and a term loan no greater than $1,500,000 in favor of SBCC and one or more of its affiliates (collectively, the “Senior Debt”) and, in furtherance thereof, agrees to execute and deliver to the holder of any Senior Debt (or its agent), upon request therefor by such holder (or such agent, as applicable), one or more subordination agreements in favor of the Buyer’s senior lenders (each a “Subordination Agreement”), in form and substance reasonably satisfactory to such holder (or agent), relating to the subordination of Sellers’ right to receive Subordinated Payments to such holder’s Senior Debt on such terms and conditions as may be required by such holders, including restrictions on the making of any Subordinated Payment if any default or event of default exists under the terms of such Senior Debt (or if the making of any payment due under any Subordinated Payment would result in any such default or event of default). Any term loan included in the definition of Senior Debt shall not exceed $1,500,000 and the $1,500,000 cap on any such term loan shall be decreased by any amounts repaid to the term loan lender under the Buyer’s term loan with such lender.

6. Continuing Nature of Subordination. This Agreement shall be effective and may not be terminated or otherwise revoked by the Subordinated Creditor until all of the Senior Indebtedness shall have been fully paid and discharged and all financing arrangements between the Loan Parties and the Senior Lender have been terminated. This Agreement shall constitute a continuing agreement of subordination, and the Senior Lender may, without notice to or consent by the Subordinated Creditor, modify any term of the Senior Indebtedness in reliance upon this Agreement.

8.7 Subordination. Each Guarantor hereby subordinates the payment of all Intercompany Indebtedness of Borrower owing to such Guarantor until such time as the Obligations are indefeasibly paid in full in cash and the Revolving Commitment is terminated. Any Intercompany Indebtedness, if the Lender so requests, shall be collected, enforced and received by a Guarantor as trustee for the Lender and be paid over to the Lender on account of the Obligations, but without reducing or affecting in any manner the liability of each Loan Party under the other provisions of the Loan Documents.

18.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust, or other lien presently existing or hereafter placed upon the Leased Premises, and to any renewals and extensions thereof; but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority, if it so elects at any time, to subordinate this Lease to any mortgage, deed of trust, or other lien hereafter placed upon the Leased Premises. Tenant agrees, upon demand to execute such further instruments subordinating this Lease as Landlord may reasonably request, to evidence such subordination. In the event that Tenant should fail to execute any such instrument promptly as reasonably requested, Tenant hereby irrevocably constitutes Landlord its attorney-in-fact to execute such instrument in Tenant’s name, place and stead. Upon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor in interest without any change in any of the terms of this Lease. In the event the Leased Premises is encumbered by any mortgage, deed of trust, or other lien, Tenant shall have the right to request that Landlord use reasonable efforts to obtain a non-disturbance agreement on said lien holder’s standard form.