Subordination; Etc Sample Clauses
The Subordination clause establishes that certain rights or claims, typically of a lender or creditor, are ranked below those of other specified parties in terms of priority. In practice, this means that if the borrower defaults or the property is liquidated, the subordinated party will only be paid after the senior claims have been satisfied. This clause is commonly used in financing arrangements to clarify the order in which debts will be repaid, thereby reducing disputes and ensuring that senior lenders have priority in recovering their funds.
Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Agent, on behalf of itself and the other Second-Lien Secured Parties, and each other Second-Lien Secured Party (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Agent or any First-Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Agent, any Second-Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may...
Subordination; Etc. Notwithstanding any provision of this Guaranty to the contrary, all rights of the Guarantors under Section 7(a) and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable law or otherwise with respect to payments made pursuant to this Guaranty shall be fully subordinated to the Guaranteed Obligations until the occurrence of the termination or release provided in Section 20 of this Guaranty.
Subordination; Etc. Notwithstanding any provision of this Guaranty to the contrary, all rights of the Guarantors under Sections 7(a) and 7(b) and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable law or otherwise shall be fully subordinated to the Guaranteed Obligations until the occurrence of the Termination Date. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation or application of funds of any of the Guarantors by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of set-off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have occurred, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder until the Termination Date shall have occurred. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date of the Guaranteed Obligations, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be paid to the Collateral Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 7(a) and 7(b) (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Borrower with respect to the Obligations or any Guarantor with respect to its obligations hereunder, and the Borrower shall remain liable for the full amount of the Obligations and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification are owing.
Subordination; Etc. At the option of Landlord or Landlord's permanent lender, or both of them, this lease and the Tenant's interest hereunder shall be subject and subordinate at all times to any mortgage or mortgages, deed or deeds of trust, or such other security instrument or instruments, including all renewals, extension, consolidations, assignments and refinances of the same, as well as all advances made upon the security thereof, which now or hereafter become liens upon the Landlord's fee and/or leasehold interest in the demised premises, and/or any and all of the buildings now or hereafter erected or to be erected and/or any and all of the land comprising the office building, provided, however, that in each such case, the holder of such other security, the trustee of such deed of trust or holder of such other security instrument shall agree that this lease shall not be divested or in any way affected by foreclosure or other default proceedings under said mortgage, deed of trust, or other instrument or other obligations secured thereby, so long as the Tenant shall not be in default under the terms of this lease; and Tenant agrees that this lease shall remain in full force and effect notwithstanding any such default proceedings.
Subordination; Etc. Subtenant hereby agrees that (i) this Sublease is and shall remain in all respects subject and subordinate to the Lease and to any matters to which the Lease is or shall be subordinate, (ii) except to the extent otherwise expressly permitted by this Sublease, Subtenant will occupy the Subleased Premises in accordance with the terms of the Lease, will maintain the Subleased Premises in accordance with the provisions of the Lease as though it were the “Tenant” thereunder and will not do or cause to be done, or suffer any act or omit to do, any act which might result in a violation of or a default under any of the terms, conditions, covenants or agreements of the Lease.
Subordination; Etc. (a) The subordination provisions contained in the 5% Convertible Senior Subordinated Note Documents and the 10-1/2% Senior Subordinated Note Documents are enforceable against Holdings, the Borrower, each Subsidiary Guarantor and the holders of the 5% Convertible Senior Subordinated Notes and the 10-1/2% Senior Subordinated Notes, respectively, and all Obligations hereunder and under the other Credit Documents are within the definitions of "Designated Senior Indebtedness" and "Senior Indebtedness" included in such subordination provisions.
Subordination; Etc. The Buyer hereby agrees and acknowledges for itself and its successors and assigns, that notwithstanding anything to the contrary provided herein or elsewhere, this Note, the Securities Purchase Agreement and all other Transaction Documents and all Indebtedness, liabilities and/or other obligations hereunder and thereunder of the Borrower (as defined in the Waiver, as defined below) to the Buyer are subject to the provisions of (except to the extent expressly waived pursuant to Section 2 of the Ratification, Waiver and Acknowledgement dated November 6, 2015 (the “Waiver”) by and between the Borrower and the Lender (both terms as defined in such Waiver)), the Loan Agreement (as defined below), and all other Documents (as defined in the Loan Agreement) are subordinated to and junior in all respects including, but not limited to, in right of payment to all Indebtedness and Liabilities (both terms as defined in the Loan Agreement, as defined below) of the Borrower to the Lender under the Loan Agreement, the 3 Existing Notes and all other Documents (as defined in the Loan Agreement), and constitute Subordinated Debt and Indebtedness (both terms as defined in the Loan Agreement) under the Loan Agreement. For purposes hereof, the term “Loan Agreement” mean the Bridge Financing Agreement made as of December 2, 2014 by and between the Borrower and the Lender, as amended, supplement and/or otherwise changed whether prior to and/or following the date hereof including, but not limited to, pursuant to Amendment No. 1 made as of May 15, 2015 and Amendment No. 2 made as of August 12, 2015.
Subordination; Etc. (a) The subordination provisions contained in the Senior Subordinated Note Documents are (and, on and after the execution and delivery thereof, in any Holdings PIK Notes Documents or any agreements or instruments relating to Convertible Subordinated Notes, Shareholder Subordinated Notes, Permitted Subordinated Indebtedness and Permitted Holdings Subordinated Refinancing Indebtedness, will be) enforceable against Holdings, the other U.S. Credit Parties party thereto and the holders of the Senior Subordinated Notes (or the Holdings PIK Notes, Convertible Subordinated Notes, Shareholder Subordinated Notes, Permitted Subordinated Indebtedness or Permitted Holdings Subordinated Refinancing Indebtedness, as the case may be), except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and all Obligations (or, if the Qualified Exchange Transaction Date has occurred, Guaranteed Obligations) of Holdings hereunder and all other obligations of the Credit Parties under the Credit Documents (including pursuant to the Guaranties) are within the definitions of "Senior Debt" or "Guarantor Senior Debt", as applicable, and "Designated Senior Debt" included in such subordination provisions.
(b) On and after the execution and delivery thereof, the subordination provisions contained in the Senior Subordinated Secured Notes Documents and any agreements or instruments relating to Permitted QDI LLC Subordinated Refinancing Indebtedness will be enforceable against QDI LLC, the U.S. Subsidiary Guarantors party thereto and the holders of the Senior Subordinated Secured Notes or the Permitted QDI LLC Subordinated Refinancing Indebtedness, as the case may be, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and all Obligations hereunder and all obligations of the Credit Parties under the other Credit Documents (including pursuant to the Subsidiaries Guaranties but excluding obligations (and guarantee obligations) with respect to the Senior Subordinated Secured Notes included pursuant to the Security Documents) are within the definitions of...
Subordination; Etc. 26 11.1 Subordination 26 11.2 Liens; Credit 27
Subordination; Etc. This Sublease shall be subject and subordinate in all respects to the Prime Lease and to all of its terms, covenants and conditions. Subtenant shall not do, or permit to suffer to be done, any act or omission by Subtenant, its agents, employees, contractors or invitees that is prohibited by the Prime Lease, or that would constitute a violation or default thereunder. Except to the extent expressly provided herein, the terms of the Prime Lease are incorporated into this Sublease provided however that Subtenant shall not have any direct rights to seek services from or bring an action against the Prime Landlord.