Common use of Liens and Security Interests Clause in Contracts

Liens and Security Interests. As of the date of this Agreement, Subordinated Creditor has no security interests or liens over any property of Borrower or any subsidiary of Borrower, and Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create any security interests or liens over any property of Borrower or any subsidiary of Borrower. Without limitation of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effect: (1) Subordinated Creditor shall not commence, prosecute or participate in any other action, whether private, judicial, equitable, administrative or otherwise, including, without limitation, any bankruptcy case against Borrower or any of the Affiliate Guarantors or any of its (or their) assets, PROVIDED THAT, (i) as more fully set forth in Section 5 hereof, Subordinated Creditor may file a proof of claim in a bankruptcy or insolvency proceeding involving Borrower or any of the Affiliate Guarantors, which proof of claim shall indicate Subordinated Creditor's subordination hereunder and (ii) should any default occur in the payment of any amounts of principal and/or accrued interest which, pursuant to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce such judgment except with the prior written consent of the Senior Lender or unless this Agreement has been terminated; (2) Subordinated Creditor shall have no right either to possess any such assets, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither take, nor consent to or acquiesce in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender in any assets of Borrower or any Affiliate Guarantor.

Liens and Security Interests. As To secure performance by the Borrower of the date payment of this Agreement, Subordinated Creditor has no security interests or liens over any property of Borrower or any subsidiary of Borrower, each Note and Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create any security interests or liens over any property of Borrower or any subsidiary of Borrower. Without limitation of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effectother Obligations: (1a) Subordinated Creditor The Parent shall not commencegrant, prosecute or participate pledge and assign to the Administrative Agent, for the benefit of each of the Banks, a perfected security interest and lien (subject only to any security interest and lien granted to the Seller under, and as that term is defined in, the Acquisition Repurchase Agreement) in and to all of the Parent's Equity Interests into any other action, whether private, judicial, equitable, administrative or otherwise, Subsidiary of Parent (including, without limitation, any bankruptcy case against Borrower Newly Formed Subsidiary as and when formed), whether now existing or hereafter formed, any such grant, pledge and assignment to be in the form of the Affiliate Guarantors or any Pledge Agreement attached hereto as Exhibit F. (b) Any Newly Formed Subsidiary formed in connection with the acquisition of its an Eligible Asset in accordance with, and subject to, all of the terms and conditions set forth in the Acquisition Repurchase Agreement (or theirincluding, without limitation, Sections , , and thereof) assetsshall, PROVIDED THATat the time of the acquisition of such Eligible Asset, grant, pledge and assign to the Administrative Agent, for the benefit of each of the Banks, (i) as more fully set forth an exclusive, perfected and prior security interest in Section 5 hereofand to all of such Newly Formed Subsidiary's right, Subordinated Creditor may file a proof of claim title and interest in a bankruptcy or insolvency proceeding involving Borrower or and to such Eligible Asset, any such grant, pledge and assignment to be in the form of the Affiliate GuarantorsSecurity Agreement attached hereto as Exhibit I, which proof of claim shall indicate Subordinated Creditor's subordination hereunder and (ii) should an exclusive, perfected and prior security interest in and to all of such Newly Formed Subsidiary's right, title and interest in and to the Collection Account established with respect to the Eligible Asset, any default occur such grant, pledge and assignment to be in the payment form of any amounts the Account Control Agreement attached hereto as Exhibit J. (c) Any Newly Formed Subsidiary formed in connection with the acquisition of principal and/or accrued an Eligible Asset in accordance with, and subject to, all of the terms and conditions set forth in the Acquisition Repurchase Agreement (including, without limitation, Sections , , and thereof) shall, at the time of the acquisition of such Eligible Asset deliver to the Administrative Agent or its designee (including the Custodian) the documents identified in the Custodial Agreement. (d) Any Mortgage Asset Files (as that term is defined in the Acquisition Repurchase Agreement) not delivered to the Administrative Agent or its designee (including the Custodian) are and shall be held in trust by the applicable Newly Formed Subsidiary or its designee for the benefit of the Administrative Agent as the beneficiary of an exclusive, perfected and prior security interest whichin and to all of such Newly Formed Subsidiary's right, title and interest in and to such Eligible Asset pursuant to Section 4 below, Borrower the related Security Agreement. The applicable Newly Formed Subsidiary or its designee shall maintain a copy of the Mortgage Asset File and the originals of the Mortgage Asset File not delivered to the Administrative Agent or its designee (including the Custodian). The possession of the Mortgage Asset File by the applicable Newly Formed Subsidiary or its designee is permitted to pay to Subordinated Creditorat the will of the Administrative Agent for the sole purpose of servicing the related Eligible Asset, and Subordinated Creditor such retention and possession by such Newly Formed Subsidiary or its designee is permitted in a custodial capacity only. Each Mortgage Asset File retained or held by the applicable Newly Formed Subsidiary or its designee shall be segregated on such Newly Formed Subsidiary's books and records, to receive the extent possible, from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect other assets of such default Newly Formed Subsidiary or its designee and obtain judgment thereon, but Subordinated Creditor the books and records of such Newly Formed Subsidiary or its designee shall not execute upon or otherwise enforce such judgment except with be marked appropriately to reflect clearly the prior written consent sale of the Senior Lender related Eligible Asset to the Administrative Agent. The applicable Newly Formed Subsidiary or its designee shall release its custody of the Mortgage Asset File only in accordance with written instructions from the Administrative Agent, unless this Agreement has been terminated;such release is required as incidental to the servicing of the Eligible Assets. (2e) Subordinated Creditor The Parent and each of its Subsidiaries which is a party to any Derivatives Contract shall have no right either grant, pledge and assign to possess the Administrative Agent, for the benefit of each of the Banks, all of its right, title and interest in and to any such assetsDerivatives Contract, enforce any security interests insuch grant, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither take, nor consent pledge and assignment to or acquiesce be in form and content acceptable to the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender Administrative Agent in any assets of Borrower or any Affiliate Guarantorits sole and absolute discretion.

Liens and Security Interests. As of the date of this Agreement, Subordinated Creditor has no security interests or liens over any property of Borrower or any subsidiary of Borrower, and Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create create, incur, assume, or suffer to exist any mortgage, security interests deed, deed of trust, security interest, pledge, encumbrance, Lien or liens over charge of any kind (including charges on property purchased under conditional sales or other title-retention agreements) on any of Borrower its property or any subsidiary of Borrower. Without limitation of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effect: (1) Subordinated Creditor shall not commence, prosecute or participate in any other action, whether private, judicial, equitable, administrative or otherwiseassets, including, without limitation, the Collateral, now owned or hereafter acquired, except for (collectively, “Permitted Liens”) (i) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings and against which reserves deemed adequate by Lender have been set up (excluding any bankruptcy case against Borrower or Lien imposed pursuant to any of the Affiliate Guarantors provisions of ERISA); (ii) Liens arising in the ordinary course of business such as (A) Liens of carriers, warehousemen, mechanics and materialmen and other similar liens imposed by applicable Law, and (B) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of governmentally imposed social security (excluding Liens arising under ERISA) or (C) Liens in connection with surety bonds, bids, performance bonds and similar obligations for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of its property or services and, in each case, for which Borrower maintain adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (or theiriii) assets, PROVIDED THAT, (i) as more fully subject to the limitation set forth in Section 5 hereof4.2(f), Subordinated Creditor may file a proof Liens arising in connection with capital leases or operating leases (and attaching only to the property being leased) or Liens that constitute purchase money security interests on any property securing permitted debt incurred for the purpose of claim in a bankruptcy or insolvency proceeding involving Borrower financing all or any part of the Affiliate Guarantorscost of acquiring such property, which proof provided that any such purchase money security interest attaches to such property within twenty (20) days after the acquisition of claim shall indicate Subordinated Creditor's subordination hereunder such property and attaches solely to the property so acquired; (v) Liens arising under the Loan Documents; and (iivi) should any default occur easements, rights of way, zoning ordinances and other similar encumbrances affecting the Real Property Collateral that do not create a Material Adverse Change on the value or use of the Real Property Collateral or in the payment operations as expected to be operated thereon, provided however, that Borrower shall obtain the subordination of any amounts easement or right of principal and/or accrued interest which, pursuant way to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect ▇▇▇▇’s Mortgages upon request of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce such judgment except with the prior written consent of the Senior Lender or unless this Agreement has been terminated; (2) Subordinated Creditor shall have no right either to possess any such assets, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither take, nor consent to or acquiesce in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender in any assets of Borrower or any Affiliate Guarantor▇▇▇▇▇▇.

Liens and Security Interests. As of the date of this Agreement, Subordinated Creditor has no security interests or liens over any property of Borrower or any subsidiary of Borrower, and Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create any security interests or liens over any property of Borrower or any subsidiary of Borrower. Without limitation of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effect: (1) Subordinated Creditor shall not commence, prosecute or participate in any other action, whether private, judicial, equitable, administrative or otherwise, including, without limitation, any bankruptcy case against Borrower or any of the Affiliate Guarantors or any of its (or their) assets, PROVIDED THATprovided that, (i) as more fully set forth in Section 5 hereof, Subordinated Creditor may file a proof of claim in a bankruptcy or insolvency proceeding involving Borrower or any of the Affiliate Guarantors, which proof of claim shall indicate Subordinated Creditor's subordination hereunder and (ii) should any default occur in the payment of any amounts of principal and/or accrued interest which, pursuant to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce such judgment except with the prior written consent of Administrative Agent and the other Senior Lender Lenders or unless this Agreement has been terminated; (2) Subordinated Creditor shall have no right either to possess any such assets, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither take, nor consent to or acquiesce in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the any Senior Lender in any assets of Borrower or any Affiliate Guarantor.

Liens and Security Interests. As of the date Except as set forth in Section 2 ---------------------------- of this Agreement, Subordinated Creditor has no any and all of Sirrom's liens and security interests or liens over against any property assets of Borrower and any other assets securing the Subordinated Indebtedness, whether now existing or any subsidiary of Borrowerhereafter granted or arising, shall in each case be subordinate to the rights, liens and Subordinated Creditor hereby agrees thatinterests held by Coast with respect to the Senior Indebtedness. Accordingly, until the termination except as set forth in Section 2 of this Agreement, it shall not create any security interests or liens over any property of Borrower or any subsidiary of Borrower. Without limitation unless and until all of the foregoing, but Senior Indebtedness has been fully paid and satisfied in furtherance thereof, so long as this Agreement shall remain in effectcash: (1) Subordinated Creditor During the continuance of a Payment Blockage (as defined below), Sirrom shall not commence, prosecute or participate in any other action, whether private, judicial, equitable, administrative or otherwise, including, without limitation, any bankruptcy case against Borrower or any of the Affiliate Guarantors or any of its (or their) assets, PROVIDED THATprovided that, (i) as more fully set forth in Section 5 8 hereof, Subordinated Creditor Sirrom may file a proof of claim in a bankruptcy or insolvency proceeding involving Borrower or any of the Affiliate GuarantorsBorrower, which proof of claim shall indicate Subordinated CreditorSirrom's subordination hereunder and (ii) should any default occur in the payment of any amounts of principal and/or accrued interest which, pursuant to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce such judgment except with the prior written consent of the Senior Lender or unless this Agreement has been terminatedhereunder; (2) Subordinated Creditor During the continuance of a Payment Blockage, Sirrom shall have no right either to possess any such assets, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither takethe right, nor consent title, interest and claims of Sirrom in and to or acquiesce in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority proceeds of any Senior Indebtedness policy of insurance covering or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender in relating to any assets of Borrower (including, without limitation, the Property) or any Affiliate Guarantorawards or other compensation paid in connection with any permanent or temporary taking in eminent domain of all or any part of or interest in the Property, are irrevocably subject and subordinate to the right, title, interest and claims of Coast in and to such proceeds and awards. Subject to the terms of Sections 2 and 3 hereof, ▇▇▇▇▇▇ shall promptly remit to Coast all such proceeds and awards that may be received by Sirrom so long as any part of the Senior Indebtedness remains outstanding.

Liens and Security Interests. As Notwithstanding the order or time of attachment, or the date order, time or manner of perfection, or the order or time of filing, recordation or possession of any document or instrument, or other method of perfecting a security interest in favor of VCAT or the Senior Lenders in any collateral, and notwithstanding any conflicting terms or conditions which may be contained in any document evidencing the Subordinated Indebtedness, any and all of VCAT's liens and security interests against any assets of Borrower and any other assets securing the Subordinated Indebtedness, whether now existing or hereafter granted or arising, shall in each case be subordinate to the rights, liens and interests held by Administrative Agent and the Senior Lenders with respect to the Senior Indebtedness. Accordingly, except as expressly set forth in Section 3 of this Agreement, Subordinated Creditor unless and until all Senior Indebtedness (as hereinafter defined) has been indefeasibly and fully paid and satisfied in cash and the Senior Lenders shall have no security interests or liens over any property of Borrower or any subsidiary of further commitment to provide additional accommodations to the Borrower, and Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create any security interests or liens over any property of Borrower or any subsidiary of Borrower. Without limitation of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effect: (1) Subordinated Creditor VCAT shall not commence, prosecute or participate in any other action, whether private, judicial, equitable, administrative administrative, in arbitration or any tribal court or otherwise, including, without limitation, any bankruptcy case against Borrower or any of the Affiliate Guarantors its or any of its (or their) their assets, PROVIDED THATprovided that, (i) as more fully set forth in Section 5 7 hereof, Subordinated Creditor VCAT may file a proof of claim in a bankruptcy or insolvency proceeding involving Borrower or any of the Affiliate GuarantorsBorrower, which proof of claim shall indicate Subordinated CreditorVCAT's subordination hereunder and (ii) should any default occur in the payment of any amounts of principal and/or accrued interest which, pursuant to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce such judgment except with the prior written consent of the Senior Lender or unless this Agreement has been terminated;hereunder; and (2) Subordinated Creditor VCAT shall have no right either to possess any such assets, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither take, nor consent to or acquiesce in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender in any assets of Borrower or any Affiliate Guarantor.

Liens and Security Interests. As (a) The parties hereto agree that the Subordinated Debt is unsecured and neither any Loan Party nor any Subsidiary of the date of this Agreement, Subordinated Creditor any Loan Party has no security interests granted nor shall it grant any Liens on any asset or liens over any property of Borrower any Loan Party nor any Subsidiary of any Loan Party to secure any Subordinated Debt, or take any subsidiary of Borrower, and action to perfect any Liens securing the Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create any security interests or liens over any property of Borrower or any subsidiary of BorrowerDebt. Without limitation In furtherance of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effect: (1) the Subordinated Creditor shall not commenceaccept, prosecute receive or participate retain any Lien on any asset or property in respect of the Subordinated Debt. (b) Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of the Senior Creditors in the Collateral securing the Senior Debt. (c) In the event that any Loan Party desires to sell any of the Collateral, whether or not during the existence any Senior Default, and the requisite Senior Creditors under the Senior Debt Documents consent to such sale, Subordinated Creditor shall be deemed to have consented to such sale. (d) In the event that the Subordinated Creditor obtains any liens or security interests (including any judgment liens) in any other actionasset or property of any Loan Party nor any Subsidiary of any Loan Party, whether privatethe Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Senior Agent such termination statements and releases as Senior Agent shall request to effect the release of the liens and security interests of the Subordinated Creditor in such asset or property of any Loan Party nor any Subsidiary of any Loan Party. In furtherance of the foregoing, judicialSubordinated Creditor hereby irrevocably appoint Senior Agent its attorney-in-fact, equitable, administrative with full power of substitution and with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, including, without limitation, to execute and deliver any bankruptcy case against Borrower document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6. (e) In the event of any Proceeding debt obligations of a reorganized debtor secured by Liens upon any property of the Affiliate Guarantors reorganized debtor are distributed pursuant to a confirmed plan of reorganization or liquidation or similar dispositive restructuring plan, both on account of Senior Debt and on account of Subordinated Debt, then, to the extent the debt obligations distributed on account of the Senior Debt and on account of the Subordinated Debt are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. (f) If, in connection with a Proceeding involving any of its (or their) assets, PROVIDED THAT, (i) as more fully set forth in Section 5 hereofLoan Party, Subordinated Creditor may file a proof receives any cash, debt, or equity securities on account of claim in a bankruptcy or insolvency proceeding involving Borrower or any of Subordinated Debt, the Affiliate Guarantors, which proof of claim shall indicate Subordinated Creditor's subordination hereunder and (ii) should any default occur in the payment of any amounts of principal and/or accrued interest which, pursuant to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce turnover such judgment except with the prior written consent of the Senior Lender or unless this Agreement has been terminated; (2) Subordinated Creditor shall have no right either to possess any such assetscash, enforce any security interests in, foreclose, levy or execute uponclaims, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated securities to Senior Agent Creditor shall neither take, nor consent to or acquiesce for application in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender in any assets of Borrower or any Affiliate Guarantoraccordance with Section 2.5 hereof.

Liens and Security Interests. As of the date of this Agreement, Subordinated Creditor has no security interests or liens over any property of Borrower or any subsidiary of Borrower, and Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create create, incur, assume, or suffer to exist any mortgage, security interests deed, deed of trust, security interest, pledge, encumbrance, Lien or liens over charge of any kind (including charges on property purchased under conditional sales or other title-retention agreements) on any of Borrower its property or any subsidiary of Borrower. Without limitation of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effect: (1) Subordinated Creditor shall not commence, prosecute or participate in any other action, whether private, judicial, equitable, administrative or otherwiseassets, including, without limitation, the Collateral, now owned or hereafter acquired, except for (collectively, “Permitted Liens”) (i) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings and against which reserves deemed adequate by Lender have been set up (excluding any bankruptcy case against Borrower or Lien imposed pursuant to any of the Affiliate Guarantors provisions of ERISA); (ii) Liens arising in the ordinary course of business such as (A) Liens of carriers, warehousemen, mechanics and materialmen and other similar liens imposed by applicable Law, and (B) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of governmentally imposed social security (excluding Liens arising under ERISA) or (C) Liens in connection with surety bonds, bids, performance bonds and similar obligations for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of its property or services and, in each case, for which Borrower maintain adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (or theiriii) assets, PROVIDED THAT, (i) as more fully subject to the limitation set forth in Section 5 hereof4.2(f), Subordinated Creditor may file a proof Liens arising in connection with capital leases or operating leases (and attaching only to the property being leased) or Liens that constitute purchase money security interests on any property securing permitted debt incurred for the purpose of claim in a bankruptcy or insolvency proceeding involving Borrower financing all or any part of the Affiliate Guarantorscost of acquiring such property, which proof provided that any such purchase money security interest attaches to such property within twenty (20) days after the acquisition of claim shall indicate Subordinated Creditor's subordination hereunder such property and attaches solely to the property so acquired; (v) Liens arising under the Loan Documents; and (iivi) should any default occur easements, rights of way, zoning ordinances and other similar encumbrances affecting the Real Property Collateral that do not create a Material Adverse Change on the value or use of the Real Property Collateral or in the payment operations as expected to be operated thereon, provided however, that Borrower shall obtain the subordination of any amounts easement or right of principal and/or accrued interest which, pursuant way to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may ▇▇▇ on the Subordinated Note in respect ▇▇▇▇’s Mortgage upon request of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce such judgment except with the prior written consent of the Senior Lender or unless this Agreement has been terminated; (2) Subordinated Creditor shall have no right either to possess any such assets, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither take, nor consent to or acquiesce in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender in any assets of Borrower or any Affiliate Guarantor▇▇▇▇▇▇.

Liens and Security Interests. As of the date of this Agreement, Subordinated Creditor has no security interests or liens over any property of Borrower or any subsidiary of Borrower, and Subordinated Creditor hereby agrees that, until the termination of this Agreement, it shall not create create, incur, assume, or suffer to exist any mortgage, security interests deed, deed of trust, security interest, pledge, encumbrance, Lien or liens over charge of any kind (including charges on property purchased under conditional sales or other title-retention agreements) on any of Borrower its property or any subsidiary of Borrower. Without limitation of the foregoing, but in furtherance thereof, so long as this Agreement shall remain in effect: (1) Subordinated Creditor shall not commence, prosecute or participate in any other action, whether private, judicial, equitable, administrative or otherwiseassets, including, without limitation, the Collateral, now owned or hereafter acquired, except for (collectively, “Permitted Liens”) (i) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings and against which reserves deemed adequate by Lender have been set up (excluding any bankruptcy case against Borrower or Lien imposed pursuant to any of the Affiliate Guarantors provisions of ERISA); (ii) Liens arising in the ordinary course of business such as (A) Liens of carriers, warehousemen, mechanics and materialmen and other similar liens imposed by applicable Law, and (B) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of governmentally imposed social security (excluding Liens arising under ERISA) or (C) Liens in connection with surety bonds, bids, performance bonds and similar obligations for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of its property or services and, in each case, for which Borrower maintain adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (or theiriii) assets, PROVIDED THAT, (i) as more fully subject to the limitation set forth in Section 5 hereof4.2(f), Subordinated Creditor may file a proof Liens arising in connection with capital leases or operating leases (and attaching only to the property being leased) or Liens that constitute purchase money security interests on any property securing permitted debt incurred for the purpose of claim in a bankruptcy or insolvency proceeding involving Borrower financing all or any part of the Affiliate Guarantorscost of acquiring such property, which proof provided that any such purchase money security interest attaches to such property within twenty (20) days after the acquisition of claim shall indicate Subordinated Creditor's subordination hereunder such property and attaches solely to the property so acquired; (v) Liens arising under the Loan Documents; and (iivi) should any default occur easements, rights of way, zoning ordinances and other similar encumbrances affecting the Real Property Collateral that do not create a Material Adverse Change on the value or use of the Real Property Collateral or in the payment operations as expected to be operated thereon, provided however, that Borrower shall obtain the subordination of any amounts easement or right of principal and/or accrued interest which, pursuant way to Section 4 below, Borrower is permitted to pay to Subordinated Creditor, and Subordinated Creditor is permitted to receive from Borrower, Subordinated Creditor may L▇▇▇ on the Subordinated Note in respect ▇▇▇’s Mortgage upon request of such default and obtain judgment thereon, but Subordinated Creditor shall not execute upon or otherwise enforce such judgment except with the prior written consent of the Senior Lender or unless this Agreement has been terminated; (2) Subordinated Creditor shall have no right either to possess any such assets, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any such assets, whether by private or judicial action or otherwise; and (3) Subordinated Creditor shall neither take, nor consent to or acquiesce in the taking of, any action hereafter to set aside, challenge or otherwise dispute the existence or priority of any Senior Indebtedness or the creation, attachment, perfection or continuation of any lien or security interest of the Senior Lender in any assets of Borrower or any Affiliate GuarantorL▇▇▇▇▇.