Subordination Generally Sample Clauses

Subordination Generally. Tenant agrees that this Lease shall be subject and subordinate at all times to (a) all ground leases or underlying leases that now exist as set forth in Exhibit A and B or hereafter may be executed with the consent of Tenant affecting the Demised Premises or any portion thereof, including without limitation the County Lease; (b) the lien of any mortgage or deed of trust or other security instrument (and any advances thereunder) that may now exist or hereafter be executed in any amount for which the Demised Premises or any portion thereof, any ground leases or underlying leases, or Landlord's interest or estate therein is specified as security; and (c) all modifications, renewals, supplements, consolidations and replacements thereof, provided in all cases that Landlord shall have obtained and delivered to Tenant, in form and content acceptable to Tenant, the written agreement of the mortgagees or beneficiaries named in the mortgages or deeds of trust hereafter executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease in the event of foreclosure of mortgage, deed of trust or other security interest, provided that Tenant is not in default under the terms and conditions of this Lease. Subject to the foregoing, Landlord shall have the right to subordinate this Lease, or cause this Lease to be subordinated, to any such ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reason, or any mortgage, deed or trust or other security agreement is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Landlord at the option of such successor-in-interest to Landlord provided, however, that such successor-in-interest shall recognize the leasehold estate of Tenant and not disturb the possession, use and enjoyment and all rights of Tenant under all the terms, covenants and conditions of the Lease for the remaining balance of the lease Term, with the same force and effect as if such successor-in-interest were the Landlord under the Lease. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form reasonably requested by Landlord, but subject to the reasonable approval of Tenant, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying lease...
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Subordination Generally. To the extent and in the manner provided herein, the Subordinate Obligations shall be subordinate, junior and inferior in right of payment and collection to the prior payment and collection of the Senior Guaranty Obligations.
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Subordination Generally. Notwithstanding anything else in this Agreement or in the Indenture to the contrary, the Trustee, on behalf of itself and the Holders, hereby agrees that, regardless of the relative times of attachment or perfection thereof or the order of filing of financing statements or other documents or any provision of the Uniform Commercial Code or any other applicable law to the contrary, (a) the Liens granted in favor of the Trustee pursuant to this Agreement shall in all respects be junior and subordinate to the Liens granted or to be granted to the Banks (or an agent or representative on their behalf) as security for the Bank Credit Agreement Obligations (without regard to whether there shall be a Lien on any such assets securing Bank Credit Agreement Obligations or whether any Lien shall be perfected or avoidable) and (b) except as provided in clause (y) or (z) to the proviso to Section 4.02(a), all of the rights and remedies of the Trustee hereunder are hereby expressly made, and at all times will be, subject and subordinate in all respects to any Liens now existing or that may in the future be created as security for the Bank Credit Agreement Obligations. The Trustee further agrees, on behalf of itself and the Holders, that it shall not (and hereby waives any right to) take any action to contest or challenge the validity, priority, enforceability or perfection of the Liens of the Banks (or of any agent or representative acting on their behalf) on the Collateral.
Sample 1
Subordination Generally. Payment of interest in respect of the Class A Notes will rank senior in right of payment to payment of interest in respect of the Class B Notes. Payment of interest in respect of the Class B Notes will be subordinate in right of payment to payment of interest in respect of the Class A Notes. Repayment of principal in respect of the Class A Notes will rank senior in right of payment to the repayment of principal in respect of the Class B Notes. Repayment of principal in respect of the Class B Notes will be subordinate in right of payment to the repayment of principal in respect of all the Class A Notes. The risk of delays in payments or ultimate non-payment of principal and/or interest will be borne disproportionately by the holders of the Class B Notes as compared to the holders of the Class A Notes. To the extent described in this Prospectus, payments of interest on the Class B Notes may be deferred to the extent there are not sufficient Interest Proceeds and/or Principal Proceeds available to pay such interest in accordance with the Payments Priorities and such deferral of interest will not constitute a Note Event of Default at any time whilst the Class A Notes remain Outstanding.
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Subordination Generally. To the extent provided herein, the Subordinate Obligations and Subordinate Liens shall be subordinate, junior and inferior in right of payment and priority to the prior payment and priority of the Senior Obligations and the Senior Liens. Borrower shall make no other payment to Subordinate Lender, nor shall Subordinate Lender accept any other payment, whether in cash or cash equivalents, other than (a) Permitted Payments and (b) the conversion of the Subordinate Obligations to, or payment of the Subordinate Obligations with, equity of Borrower ("EQUITY PAYMENTS"), pursuant to the terms
Sample 1
Subordination Generally. (a) With respect to the Shared Collateral, the Senior Claims shall be and at all times remain senior, paramount and prior in right of payment and enforcement to the Subordinated Claims and, notwithstanding (i) any other agreement or instrument, (b) the actual time, order or method of creation, attachment or perfection of the respective Liens on and security interests in the Shared Collateral granted to NRG Energy or the Collateral Agent, as the case may be, (ii) the date or manner of the filing of financing statements with respect thereto, (iii) the time or order of taking possession of any Shared Collateral or (iv) the giving or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests in the Shared Collateral. Notwithstanding any provision of the Uniform Commercial Code governing perfection thereof, or any other applicable Law or decision, as between NRG Energy and the Collateral Agent the Lien on and security interest in the Shared Collateral held at any time by NRG Energy, and any other rights NRG Energy may have with respect to the Shared Collateral, shall be fully subject and subordinate to the Collateral Agent's Lien on and security interest in the Shared Collateral to the full extent of the Senior Claims and to all of the rights of the Secured Parties in the Shared Collateral with respect to the Senior Claims as set forth in the Credit Agreement and the other Financing Documents and otherwise available to the Secured Parties at law or in equity.
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Subordination Generally. To the extent and in the manner provided in this Agreement, the Subordinate Obligations and Subordinate Liens shall be subordinate, junior and inferior in right of payment and priority to the prior payment and priority of the Senior Obligations and the Senior Liens.
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Subordination Generally. Each Loan Party covenants and agrees that the payment of all indebtedness, principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Loan Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Loan Party to such Loan Party, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Article XII, to the prior payment in full in cash of all Obligations and that the subordination is for the benefit of the Secured Creditors, and the Administrative Agent, on behalf of the Secured Creditors, may enforce such provisions directly.
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Related to Subordination Generally

  • Subordination Terms The payment by the Company of the principal of, premium, if any, and interest on any series of Securities issued hereunder shall be subordinated to the extent set forth in an indenture supplemental hereto relating to such series.

  • Subordination Provisions The Company covenants and agrees, and Originator and any other holder of this Company Note (collectively, Originator and any such other holder are called the “Holder”), by its acceptance of this Company Note, likewise covenants and agrees on behalf of itself and any holder of this Company Note, that the payment of the principal amount of and interest on this Company Note is hereby expressly subordinated in right of payment to the payment and performance of the Senior Interests to the extent and in the manner set forth in the following clauses of this paragraph 9:

  • Subordination Rights Not Impaired by Acts or Omissions of Subsidiary Guarantors or Holders of Guarantor Senior Indebtedness. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the preceding paragraph of this Section, the holders of Guarantor Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination or other benefits provided in this Article, or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture); (b) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Company and any other Person.

  • Lien Subordination Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Representative, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Agreement to Pay; Subordination In furtherance of the foregoing and not in limitation of any other right that the Security Agent, the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each of the Guarantors hereby promises to and will forthwith pay, or cause to be paid, to the Security Agent, the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Security Agent, the Administrative Agent or any other Secured Party as provided above, all rights of such Guarantor against any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. If any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Security Agent or Administrative Agent (as applicable) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Any right of subrogation of any Guarantor shall be enforceable solely after the indefeasible payment in full in cash of all the Guaranteed Obligations and solely against the Guarantors and the Borrower, and not against the Secured Parties, and neither the Security Agent, the Administrative Agent nor any other Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation.

  • Subordination of All Guarantor Claims As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or the occurrence of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

  • Modifications of Terms of Senior Indebtedness Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done all without notice to or assent from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article Sixteen or of the Securities relating to the subordination thereof.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

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