5Subordination Clause Samples
The Subordination clause establishes the priority of one party's rights or claims in relation to those of another, typically in the context of debts or security interests. In practice, this means that the obligations or interests covered by the clause will be ranked below those of specified third parties, such as senior lenders, in the event of default or liquidation. This clause is essential for clarifying the order in which creditors are paid, thereby reducing disputes and managing risk among parties with competing interests.
5Subordination. Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising, to the Full Payment of its Obligations.
5Subordination. For so long as this Agreement remains in effect, each Guarantor hereby unconditionally subordinates all present and future debts, liabilities or obligations now or hereafter owing to such Guarantor (a) of the Borrower, to the Payment in Full of the Guaranteed Liabilities, (b) of every other Guarantor (an “obligated guarantor”), to the Payment in Full of the Guarantors’ Obligations of such obligated guarantor, and (c) of each other Person now or hereafter constituting a Loan Party, to the Payment in Full of the obligations of such Loan Party owing to the Administrative Agent or any Lender and arising under the Loan Documents. All amounts due under such subordinated debts, liabilities, or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected and, upon request by the Administrative Agent, paid over forthwith to the Administrative Agent for the benefit of the Lenders on account of the Guaranteed Liabilities, the Guarantors’ Obligations, or such other obligations, as applicable, and, after such request and pending such payment, shall be held by such Guarantor as agent and bailee of the Administrative Agent for the benefit of the Lenders separate and apart from all other funds, property and accounts of such Guarantor.
5Subordination. It is expressly understood and agreed that all of Seller's rights, title and interests in and to any Participated Mortgage Loan (including Seller's servicing rights, if any) are subordinate and inferior to Bank's Participation Interest in such Participated Mortgage Loan, from and after the Purchase Date for such Participated Mortgage Loan.
5Subordination. Each Guarantor (each referred to herein as a “Subordinated Creditor”) hereby subordinates the payment of all indebtedness, obligations, and liabilities of the Borrower or other Loan Party owing to such Subordinated Creditor, whether now existing or hereafter arising, to the indefeasible payment in full in cash of all Obligations (other than any contingent obligations in respect of which no claim for payment has yet been asserted). During the existence of any Event of Default, subject to Section 10.4, any such indebtedness, obligation, or liability of the Borrower or other Loan Party owing to such Subordinated Creditor shall be enforced and performance received by such Subordinated Creditor as trustee for the benefit of the holders of the Obligations and the proceeds thereof shall be paid over to the Administrative Agent for application to the Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Guarantor under this Article X.
5Subordination. Amend, waive, modify or consent to a departure from any Loan Document in a manner that may effectuate the subordination in right of payment of the Obligations to any other Indebtedness or the subordination of the Lien on the Collateral securing the Obligations to any Lien on such Collateral securing any other obligations; provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent, the Issuing Lender or PNC Bank in its capacity as the Swing Loan lender may be made without the written consent of the Administrative Agent, the Issuing Lender or PNC Bank, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each, a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement of a Lender]. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
5Subordination. All amounts due and owing under this Note are subject to the Subordination Agreement. For sake of clarity, as between Maker and Payee and for purposes of this Note, an act or circumstance that would constitute an Event of Default hereunder (including, without limitation, any failure to make payment when due) but for the application of any terms or provisions of the Subordination Agreement shall be deemed an Event of Default under this Note (including for purposes of triggering default interest). In the event that the Subordination Agreement prohibits or restricts Maker from making, or Payee from receiving, any amounts due hereunder, such amounts shall become automatically due and payable on the date that any of such prohibition or restriction no longer applies (and in the case of unpaid interest, Payee may elect to add such unpaid interest to the principal under this Note).
5Subordination. Any rights of Grantor, whether now existing or later arising, to receive payment on account of any indebtedness (including interest) owed to it by Borrower,3 or to withdraw capital invested by it in Borrower (if applicable), or to receive distributions from Borrower (if applicable), shall at all times be subordinate as to lien and time of payment and in all other respects to the full and prior repayment to Secured Party of all Obligations; provided, however, that prior to the occurrence of an Event of Default, Grantor may receive payments of such subordinated obligations in the ordinary course of business and in a manner that is consistent with past practices. For the avoidance of doubt, this Section 30.5 does not apply to any payments made by ▇▇▇▇▇▇▇▇ and received by Grantor under and pursuant to that certain Master Services Agreement between Borrower and Grantor, dated July 1, 2018 (as the same may be amended and/or amended and restated from time to time).