Subordination of Fees Sample Clauses

Subordination of Fees. CAC also agree that it will cause COC to --------------------- execute an agreement pursuant to which its right to receive Management Fees shall be subordinate to debt service payments on account of the new senior secured debt.
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Subordination of Fees. For the period from the Effective Date through December 31, 1998, Operator's right to payment of the Basic Fee shall be subordinated to the payment of all rent and other amounts payable by Owner under the Lease Agreements. Any such Basic Fees that are paid during the period from the Effective Date through December 31, 1998, in violation of such subordination shall not be deemed to be earned by Operator and shall be returned to Owner. Any such Basic Fees that are not paid by Owner during the period from the Effective Date through December 31, 1998 as a result of such subordination shall not be deemed to be earned by Operator. For the period from January 1, 1999 through the balance of the Operating Term, the Basic Fee shall have a first priority of payment over all rent and other amounts payable by Owner under the Lease Agreements.
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Subordination of Fees. The Base Management Fee and the Incentive Management Fee shall not be subordinated to the secured and/or unsecured financing in place at the exit of the Company from bankruptcy or any other financing with respect to which any Affiliates of Owner hold interests that are sufficient (or more than sufficient) in the aggregate to give them voting control of the outstanding obligations and/or commitments thereunder, and all fees, expenses and other amounts that would otherwise be due and payable under this Agreement shall continue to be payable to Manager during any default or event of default under any such financing. Notwithstanding the foregoing, the Base Management Fee and the Incentive Management Fee shall be subordinated to any future secured and/or unsecured financing with respect to which, at the time of origination, either no Affiliates of Owner hold any interest or Affiliates of Owner hold interests that are not sufficient in the aggregate to give them voting control of the outstanding obligations and/or commitments thereunder, provided that so long as there is no event of default under any such financing such fees shall be paid when due.
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Subordination of Fees. The Basic Fee shall have a first priority of payment over all Rent (as defined in the Lease Agreement) and other amounts payable by Owner under the Lease Agreement.
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Subordination of Fees. Notwithstanding anything herein to the contrary, (a) during the three year period commencing on the Commencement Date, no Basic Management Fee in respect of any month shall be payable until all of the principal and interest due and payable during such month with respect to the loan (the "Loan") to Owner pursuant to the Financing Agreement (the "Financing Agreement") to be executed among Owner, the Government Development Bank for Puerto Rico ("GDB") and participating lenders shall have been paid or provided for by Owner, and (b) during the term of GDB's participation in the Loan, no Incentive Management Fee in respect of any Fiscal Year shall be payable without the prior written consent of GDB pursuant to the Financing Agreement. Owner shall pay or provide for the payment, when due, of all principal and interest pursuant to the Financing Agreement to enable the Owner to pay the Basic and Incentive Management Fees provided for by this Agreement, and if such payments pursuant to the Financing Agreement are not made or provided for, Manager may make such payments on behalf of Owner and at Owners' sole expense. Except for the Financing Agreement, Owner shall not, without the prior written consent of Manager, enter into any agreement which requires Owner to subordinate the Basic Management Fee or the Incentive Management Fee.
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Subordination of Fees. Borrower and Manager hereby agree that Manager shall not be entitled to receive any fee, commission or other amount payable to Manager under the Operating Agreement (including, but not limited to, the Fees) for and during any period of time that an Event of Default has occurred and is continuing; provided, however, that Manager shall not be obligated to return or refund to Agent and Lenders any fee, commission or other amount already received by Manager, and to which Manager was entitled under this Agreement. Agent and Lenders shall have no liability to Manager for any Fees, said Fees being fully subordinated to the full satisfaction of all of Borrower's obligations under the Financing 7400391v3 12/29/2015 7:53 PM 6605.019 Documents, including but not limited repayment of the Loan in full, and prior to such repayment in full, the Manager will not place a lien on, attach, or otherwise encumber any assets or properties of the Borrower or any proceeds thereof.
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Subordination of Fees. The payment of any fees or reimbursements under this Section 7.5 shall be subordinated to the repayment of any Project Expense Loans.
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Subordination of Fees. The terms and conditions of all arrangements whereby Borrower, any guarantor, or any person, partnership, corporation, limited liability company or other entity related to or controlled by or under common control with Borrower or any guarantor or in which Borrower, any guarantor, or any member or manager of Borrower has a substantial interest, is or may be entitled to fees or commissions with respect to the Collateral or sales or leases of the Collateral shall be disclosed to Lender, and no payment of any fees or compensation may be made by or on behalf of Borrower to any of such persons or entities without Lender’s prior written consent, until the Loan is fully satisfied.
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Subordination of Fees. Borrower agrees that the liens of Lender, and Lender’s right to payment under the Loan Documents, shall be superior to and have priority over (a) the Management Agreement with any property manager that is an Affiliate of Guarantor, and any claim, lien, security interest or right to payment of any such property manager arising out of or in any way connected with its services performed under the Management Agreement, and (b) any fee, distributions or other payments from the Owners or Borrowers, as applicable (subject to the rights of the Senior Lenders under the Senior Loan Agreement); provided, however, that, so long as Guarantor’s Minimum Liquidity Amount is at least $10,000,000, KBS Capital Advisors LLC shall be entitled to receive all amounts to which it is entitled from time to time under the terms of the AIP Reimbursement Agreement or the Advisory Agreement; provided further that if either Lender or Borrower applies sums in the AFRT Cash Management Account to repay the Debt in accordance with Section 2.3.2 or 3.2(c), then Guarantor’s Minimum Liquidity Amount will be reduced one dollar for each dollar that is so applied by Lender. In furtherance of the foregoing, each property manager that is an Affiliate of Guarantor shall subordinate to Lenders’ right to payment under the Loan Documents, the following: (a) the Management Agreement; (b) any such claim or security interest a property manager may now or hereafter have against a Property and/or the rents, issues, profits and income therefrom; and (c) any right to payment of property manager arising out of or in any way connected with its services performed under the applicable Management Agreement. Upon reasonable request from Lender, from time to time, Borrower shall promptly deliver evidence reasonably acceptable to Lender that Guarantor’s Minimum Liquidity Amount is at least $10,000,000 (or such lower amount if funds from the AFRT Cash Management Account have been applied to pay down the Debt pursuant to Section 2.3.2 or Section 3.2(c)), which evidence shall be certified to be true and correct by the chief financial officer of Guarantor. In determining Guarantor’s Minimum Liquidity Amount, the funds available in, or paid to Lender from, the AFRT Cash Management Account, shall be deemed to be part of Guarantor’s Minimum Liquidity Amount (i.e., such amounts shall count toward, on a dollar for dollar basis, the $10,000,000 Minimum Liquidity Amount to be maintained).
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Related to Subordination of Fees

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

  • Subordination and Late Payments Subordination 15 Section 5.2 Late Payments by Corporate Taxpayer 15 ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION

  • SUBORDINATION OF NOTES Section 11.01.

  • Subordination of Remedies Each Creditor (for purposes of this Section 4, the “Junior Creditor”) agrees, subject to Section 5, that, (i) unless and until all Claims of the other Creditor (for purposes of this Section 4, the “Senior Creditor”) have been indefeasibly paid in full and all commitments of the Senior Creditor under its Credit Documents have been terminated, or (ii) until the expiration of a period of 180 days from the date of notice of default under the Senior Creditor’s Credit Documents given by the Senior Creditor to the Junior Creditor, whichever is earlier, and whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Junior Creditor shall not, without the prior written consent of the Senior Creditor, enforce, or attempt to enforce, any rights or remedies under or with respect to any of such Junior Creditor’s Junior Collateral, including causing or compelling the pledge or delivery of such Junior Collateral, any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such Junior Collateral, notifying any account debtors of any Obligor, asserting any claim or interest in any insurance with respect to such Junior Collateral, or exercising any rights under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement with respect to such Junior Collateral, or institute or commence, or join with any person or entity in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency Proceeding involving any Obligor), except that notwithstanding the foregoing, at all times, including during a Proceeds Sweep Period, the Junior Creditor shall be able to exercise its rights under a lockbox agreement or an account control agreement with respect to any deposit account, securities account or commodity account constituting Collateral, including its rights to freeze such account or exercise any rights of offset, provided that any distribution or withdrawal from such account shall be applied in accordance with Section 3(a).

  • Subordination of Liens Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

  • Subordination of Debt Until senior debt has been paid in full, Debtor will not pay and Creditor will not accept any payment on subordinated debt at any time that an Event of Default (as defined in the Senior Facility Agreement) has occurred and is continuing in respect of senior debt. Anything of value received by Creditor on account of subordinated debt in violation of this agreement will be held by Creditor in trust and immediately will be turned over to Lender in the form received to be applied by Lender on senior debt.

  • Subordination of Claims The Issuer’s obligations under this Indenture are obligations solely of the Issuer and will not constitute a claim against the Seller to the extent that the Issuer does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, each of the Owner Trustee (in its individual capacity and as the Owner Trustee), by accepting the benefits of this Indenture, the Certificateholder, by accepting the Certificate, and the Indenture Trustee and the Securities Intermediary, by entering into this Indenture, and each Noteholder and Note Owner, by accepting the benefits of this Indenture, hereby acknowledges and agrees that such Person has no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, each of the Owner Trustee, the Indenture Trustee, the Securities Intermediary, each Noteholder or Note Owner and the Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Person further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each of the Indenture Trustee and the Securities Intermediary, by entering into or accepting this Indenture, the Certificateholder, by accepting the Certificate, and the Owner Trustee, and each Noteholder or Note Owner, by accepting the benefits of this Indenture, hereby further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.19 and the terms of this Section 11.19 may be enforced by an action for specific performance. The provisions of this Section 11.19 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Indenture.

  • Payment of Fees All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

  • SUBORDINATION OF LEASE This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

  • Subordination and Attornment This Lease is subject and subordinate to all Mortgages now or hereafter placed upon the Premises, and all other encumbrances and matters of public record applicable to the Premises; provided, however, that any such subordination to any Mortgage placed on the Premises after the date hereof shall not operate to terminate or defeat this Lease so long as Tenant is not in default hereunder beyond any notice and cure period. If any foreclosure proceedings are initiated by any Holder or a deed in lieu of such foreclosure is granted, Tenant agrees, upon written request of any such Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment (provided such Holder or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default hereunder beyond any cure period hereunder). However, in the event of attornment, no Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure shall be: (i) liable for any act or omission of Landlord or subject to any offsets or defenses which Tenant might have against Landlord (prior to such party becoming Landlord under such attornment); (ii) liable for any security deposit or bound by any prepaid Rent, in excess of Rent for the month in which such party becomes Landlord under such attornment, not actually received by such party; or (iii) bound by any future modification of this Lease not consented to by such party (provided that Tenant was first given notice of the existence of such Holder in the manner specified in Section 21.2 below). Any Holder may elect to make this Lease prior to the lien of its Mortgage by giving written notice to Tenant, and if the Holder of any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage.

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