Subordinate Lender Sample Clauses
The Subordinate Lender clause defines the rights and obligations of a lender whose loan is ranked below other debts in terms of repayment priority. In practice, this clause specifies that the subordinate lender agrees to receive repayment only after the senior lender’s claims have been fully satisfied, and may restrict the subordinate lender from taking certain actions, such as enforcing remedies or demanding payment, until the senior debt is paid. This arrangement is essential for protecting the interests of senior lenders, ensuring that their loans are prioritized in the event of borrower default or liquidation, and thereby facilitating the structuring of multi-tiered financing arrangements.
Subordinate Lender. Notwithstanding anything contained herein to the contrary, so long as any of the Senior Loan Obligations or Junior Loan Obligations remain outstanding, Subordinate Lender shall not, without the prior written consent of both Senior Lender and Junior Lender, commence any Subordinate Loan Enforcement Action.
Subordinate Lender the Person named as such in the first paragraph of this Agreement and any other Person who becomes the legal holder of the Subordinate Note.
Subordinate Lender. The Subordinate Lender hereby represents and warrants that:
(i) the execution and delivery of this Agreement and the performance by the Subordinate Lender of its obligations hereunder do not and will not contravene or conflict with any provision of law or any provision of any material indenture, instrument, or other agreement to which the Subordinate Lender is a party or by which it or its property may be bound or affected; (ii) the Subordinate Lender has full capacity and legal right to make and perform this Agreement; (iii) the Subordinate ▇▇▇▇▇▇ has not assigned or transferred any indebtedness owing by any Loan Party or any of the collateral or security of the Subordinate Lender; and (iv) this Agreement is the legal, valid, and binding obligation of the Subordinate Lender, enforceable against the Subordinate Lender in accordance with its terms except as enforceability may be limited by debtor relief laws and governing principles of equity.
Subordinate Lender. Subordinate Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby consents to and approves of the making of the Senior Loans and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Senior Loan Documents;
Subordinate Lender. Subordinate Lender hereby represents and warrants as follows:
(i) Exhibit B attached hereto and made a part hereof is a true, correct and complete listing of the principal Subordinate Loan Documents as of the date hereof. To Subordinate Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under any of the Subordinate Loan Documents.
(ii) Subordinate Lender is the legal and beneficial owner of the entire Subordinate Loan free and clear of any lien, security interest, option or other charge or encumbrance.
(iii) There are no conditions precedent to the effectiveness of this Agreement with respect to Subordinate Lender that have not been satisfied or waived.
(iv) Subordinate Lender has, independently and without reliance upon Senior Lenders and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Subordinate Loan Documents and this Agreement.
(v) Subordinate Lender is duly organized and is validly existing under the laws of the jurisdiction under which it was organized with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.
(vi) All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinate Lender have been duly taken, and all such actions continue in full force and effect as of the date hereof.
(vii) Subordinate Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Subordinate Lender enforceable against Subordinate Lender in accordance with its terms subject to (x) applicable bankruptcy, reorganization, insolvency and moratorium laws, and (y) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.
(viii) To the knowledge of Subordinate Lender, no consent of any other Person and no consent, license, approval, or authorization of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by Subordinate Lender of this Agreement or consummation by Subordinate Lender of the transactions contemplated by this Agreement.
(ix) None of the execution, delivery and performance of this Agreement nor the consummation of the transactions...