Common use of Second Lien Status Clause in Contracts

Second Lien Status. Anything contained in this Mortgage to the contrary notwithstanding, Mortgagor and Mortgagee acknowledge and agree that so long as the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (together with all amendments, modifications, and supplements thereto, the “First Lien Mortgage”) in favor of the Term Loan Agent (as defined in the Intercreditor Agreement), securing the obligations under the Term Loan Agreement (as defined in the Intercreditor Agreement) and encumbering the Mortgaged Property and intended to be recorded before the recordation of this Mortgage, has not been terminated or released of record, this Mortgage shall be subject and subordinate to the lien and the terms and provisions of the First Lien Mortgage. Notwithstanding anything to the contrary contained in this Mortgage, all of the terms, covenants and provisions of this Mortgage shall be subject and subordinate to the terms and provisions of the First Lien Mortgage and the rights of the holder thereunder. So long as the First Lien Mortgage has not been terminated or released of record (but subject always to the terms of the Intercreditor Agreement), (i) in the event of any inconsistency between the terms of this Mortgage (or the Mortgagor’s obligations hereunder) and the terms of the First Lien Mortgage (or the Mortgagor’s obligations thereunder) the terms of the First Lien Mortgage shall control and (ii) to the extent the consent of Mortgagee is required for matters set forth herein, the consent of Mortgagee will be deemed given when, as, if, and to the same extent that, the holder of the First Lien Mortgage consents.

Second Lien Status. Anything contained in this Mortgage to the contrary notwithstanding, Mortgagor and Mortgagee acknowledge and agree that so long as the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (together with all amendments, modifications, and supplements thereto, the “First Lien Mortgage”) in favor of the Term Loan Agent (as defined in the Intercreditor Agreement), securing the obligations under the Term Loan Agreement (as defined in the Intercreditor Agreement) and encumbering the Mortgaged Property and intended to be recorded before the recordation of this Mortgage, has not been terminated or released of record, this Mortgage shall be subject and subordinate to the lien and the terms and provisions of the First Lien Mortgage. Notwithstanding anything to the contrary contained in this Mortgage, all of the terms, covenants and provisions of this Mortgage shall be subject and subordinate to the terms and provisions of the First Lien Mortgage and the rights of the holder thereunder. So long as the First Lien Mortgage has not been terminated or released of record (but subject always to the terms of the Intercreditor Agreement), (i) in the event of any inconsistency between the terms of this Mortgage (or the Mortgagor’s obligations hereunder) and the terms of the First Lien Mortgage (or the Mortgagor’s obligations thereunder) the terms of the First Lien Mortgage shall control and (ii) to the extent the consent of Mortgagee is required for matters set forth herein, the consent of Mortgagee will be deemed given when, as, if, and to the same extent that, the holder of the First Lien Mortgage consents. 15 Local counsel to advise if required. 16 If the Mortgaged Property includes any “Operating Property” under the SVU Indenture as then in effect or any “Principal Property” under the New Albertson’s Indenture as then in effect, then mutually agreeable [] language will be added in such Mortgage limiting the amount of the Secured Obligations secured thereby so that such Mortgage does not trigger any equal and ratable security provisions thereunder.