Subordinate Note Clause Samples
A Subordinate Note clause establishes that a particular promissory note or debt instrument is ranked below other specified debts in terms of repayment priority. In practice, this means that if the borrower defaults or enters bankruptcy, the obligations under the subordinate note will only be paid after the senior debts have been satisfied. This clause is commonly used in financing arrangements to protect senior lenders by ensuring their claims are addressed first, thereby allocating risk and clarifying the order of repayment among creditors.
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Subordinate Note. This Note is expressly subordinate to any current or future indebtedness of the Company (the “Senior Indebtedness”), including but not limited to: (i) all indebtedness of the Company to banks, commercial financial lenders, insurance companies or other financial institutions or lessors regularly engaged in the business of lending money (including, but not limited to, indebtedness of the Company to SVB Silicon Valley Bank, Vencore Capital and BayHill Capital); and (ii) any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange for or to refinance such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor.
Subordinate Note. The Subordinate Note shall be deemed to contain the following provision:
Subordinate Note. In confirmation, and not as a condition, of the subordination of the Subordinate Indebtedness and the Subordinate Loan Documents, Subordinate Mortgagee will place on or attach to the Subordinate Note the following Notice, and will provide Senior Mortgagee with a copy of the Subordinate Note showing such Notice: “The right of the holder of this promissory note to payment of any of the indebtedness evidenced by this promissory note is and will at all times be subordinate to the right of the [NAME OF GOVERNMENTAL LENDER], its successors and assigns, under a Multifamily Note dated [as of] ___________, 20__ (“Senior Note”) to payment in full of the indebtedness evidenced by the Senior Note. The foregoing subordination is pursuant to a Subordination Agreement dated as of ___________, 20__ between [NAME OF FISCAL AGENT] and the holder of this promissory note on the date of the Subordination Agreement.”
Subordinate Note. The County shall provide credit enhancements, as reasonably required by Buyer, to ensure that the Subordinate Note, in the amount of Twenty- Four Million Dollars ($24,000,000), being issued by Buyer at Closing, is marketable. Proceeds from the issuance of the Subordinate Note will fund a portion of the Purchase Price. The Subordinate Note shall be in accordance with the County Agreements.
Subordinate Note. 26 Subordinate Note Purchase Agreement...........................................
Subordinate Note. Payor and HCP, by its acceptance of this Note, agree that this Note shall be subordinate in all respects to that certain Negotiable Demand Promissory Note in the original principal amount of $50,000,000.00 dated concurrently herewith and made by Payor in favor of HCP.
Subordinate Note. The Subordinate Note contains the following provision: The indebtedness evidenced by this Note is, or shall be, subordinate in right of payment to the prior payment in full of the indebtedness now or hereafter to be incurred by the undersigned and evidenced by a Consolidated, Amended and Restated Multifamily Note dated _ , 2021 in the approximate original principal amount of $5,199,000.00 issued by the undersigned and payable to the order of Bellwether Enterprise Mortgage Investments, LLC, a Maryland limited liability company (“Senior Lender”), in accordance with that certain Subordination Agreement dated _ , 2021, by and among the payee of this Note, the Senior Lender and the Maker (the “Subordination Agreement”). The Third Mortgage securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Consolidated, Amended and Restated Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing securing the Consolidated, Amended and Restated Multifamily Note and the terms, covenants and conditions of the Multifamily Loan and Security Agreement evidencing the terms of the Multifamily Note, as more fully set forth in the Subordination Agreement. The rights and remedies of the payee and each subsequent holder of this Note under the Third Mortgage securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder’s acquisition of this Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by Subordinate Lender under the Subordination Agreement.
Subordinate Note. The Subordinate Note shall acknowledge the First Mortgage Loan as an Approved Loan, and the Subordinate Mortgage shall include the First Mortgage as a Permitted Encumbrance thereunder.