General Subordination Clause Samples

General Subordination. Each Guarantor covenants and agrees that after the occurrence of an Event of Default all Indebtedness, claims and liabilities then or thereafter owing by any Borrower or any other Obligor to such Guarantor whether arising hereunder or otherwise shall be subordinated to the prior payment in full of the Obligations and shall be so subordinated as a claim against such Obligor or any of its assets, whether such claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, dissolution, insolvency or bankruptcy, so that no payment with respect to any such Indebtedness, claim or liability will be made or received while any such Event of Default exists.

General Subordination. The Subordinate Rights and Interests are hereby, and shall be and shall continue to be, absolutely and unconditionally subject and subordinate in all respects and for all purposes, including without limitation in the priority of lien and in the right of payment, to the Senior Rights and Interests. Without limitation, all of the terms, covenants and conditions of the Subordinate Documents are hereby, and shall be and shall continue to be, absolutely and unconditionally subordinate in all respects to all of the terms, covenants and conditions of the Senior Documents. The provisions of this Agreement shall apply, notwithstanding the availability of other collateral to Senior Lender, and notwithstanding the actual date and time of execution, delivery, recordation, filing or perfection of the Senior Security Documents or the Subordinate Security Documents.

General Subordination. (a) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be subordinate and junior, to the extent set forth in the following paragraphs (A), (B), (C) and (D), to all Senior Indebtedness of the Guarantor. "Senior Indebtedness" shall mean the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all reasonable fees, reimbursement and indemnity obligations, and all other obligations arising in connection with, any indebtedness for borrowed money of the Guarantor, contingent or otherwise, now outstanding or created, incurred, issued, assumed or guaranteed in the future, for which, in the case of any particular indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such indebtedness shall not be subordinate in right of payment to any other indebtedness of the Guarantor. Without limiting the generality of the foregoing, Senior Indebtedness shall include all Obligations (under and as defined in the Credit Agreement); notwithstanding the foregoing, Senior Indebtedness shall include only such Obligations until such time as the same are paid in full in cash and all obligations to provide financial accommodations under the Credit Agreement have terminated. For purposes of this Guaranty, "Credit Agreement" shall mean the Loan and Agreement, dated as of May 30, 1997, as amended, by and among the Guarantor, JBI Holding Company, Inc., Morse Shoe, Inc., GBFC, Inc., Fleet National Ba▇▇ ▇▇d the financial institutions party thereto as Lenders, together with any agreement entered into in connection with the restatement, renewal, extension, restructuring, refunding or refinancing of the Liabilities (under and as defined in the Credit Agreement) together with any agreement entered into with any person which provides revolving or term credit to replace or supplement the "Revolving Credit" and the "Term Loan" within the meaning of the Credit Agreement..

General Subordination. The Company and the Investor acknowledge and agree that the Subordinated Obligations are and shall be subordinate and subject in right of payment to the prior indefeasible payment in full in cash of the Senior Obligations and the termination of the Commitments to the extent, and in the manner, set forth herein. The Company agrees that it shall not, and shall not cause, permit or suffer any Affiliate of the Company to, impair in any manner the rights of the Senior Creditors to enforce or otherwise receive the benefits of the subordination set forth in this Agreement.

General Subordination. Each Tenant in Common hereby agrees that this Agreement and all rights, options, privileges and remedies of each Tenant in Common arising from or relating to this Agreement or by operation of law as tenants-in-common, including, without limitation, any rights of first refusal or purchase options with respect to another Tenant in Common’s interest in the Property and any other similar rights, and any rights of indemnification, whether available under this Agreement, the Management Agreement, or otherwise, are subject to and fully subordinate to the Loan, Deed of Trust and the other documents evidencing the Loan and the rights and obligations of the parties to the Loan (collectively, the “Loan Documents”) , and the terms and conditions thereof and liens created thereby, including, without limitation, all present or future advances under the Loan Documents and all renewals, extensions, amendments, modifications, substitutions and/or supplements thereto. In addition to and without in any way limiting the foregoing, each of the undersigned Tenants in Common hereby subordinates any and all indebtedness owed to it by any other Tenant in Common to the rights of Lender under the Deed of Trust and the other Loan Documents, and the terms and conditions thereof and liens created thereby. So long as the Loan, or any portion thereof, is outstanding, no Tenant in Common shall exercise any rights and remedies, including, without limitation, any rights of subrogation, contribution, reimbursement, or indemnity whatsoever, against any other Tenant in Common, nor shall any Tenant in Common seek any right of recourse to or with respect to the assets or property of any other Tenant in Common, the Property, or any collateral for the Loan, the Tenants in Common until 95 days after payment in full of the Loan; provided, however, the foregoing shall not prevent any Tenant in Common from requesting from the other Tenant in Common any payment, reimbursement, contribution or indemnity that may be due to it (and similarly shall not prohibit the payment of such sum by the other Tenant in Common) so long as (i) no suit or other legal proceeding is filed in connection therewith, (ii) no lien is asserted or filed in connection therewith, (iii) any such payment is made solely out of cash flow from the Property remaining after payment of all ten-current obligations under the Loan Documents, and (iv) no default then exists under the Loan Agreement.

General Subordination. ▇▇▇▇▇▇ agrees to subordinate this lease to any mortgage or deed of trust placed upon the property subsequent to the execution of this lease upon receipt of an agreement from the new lien holder, that upon foreclosure or enforcement of its lien, the new lien holder will honor this lease and any extensions thereof, and that the same shall continue in full force and effect as a lease between the successor Landlord and Tenant so long as Tenant is not in default. Landlord represents and warrants that there is no lien holder with respect to the property as of the execution of this lease.

General Subordination. In the event of insolvency (which term includes bankruptcy (faillissement / faillite), winding-up (vereffening / liquidation)) and judicial reorganization (gerechtelijk reorganisatie / réorganisation judiciaire) of the Issuer, any amount due or overdue in respect of the Class B Notes will: (a) rank lower in priority in point of payment and security than any amount due or overdue in respect of the Class A Notes; and (b) shall only become payable after any amounts due in respect of any Class A Notes have been paid in full.