Seller's Lender Has Priority Sample Clauses

Seller's Lender Has Priority. Seller's Lender Has Priority. Buyer acknowledges that (a) pursuant to that certain Acquisition, Development and Building Loan Agreement entered as of February 14, 2020 (as amended, supplemented, renewed, replaced or modified from time to time, the "Loan Agreement") among Seller, as Borrower, and Xxxxx Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") and certain lenders from time to time parties to the Loan Agreement (the "Lenders") and Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Book Runner, the Lenders have agreed to make a loan (the “Loan”) to Seller in the principal amount of $180,000,000, pursuant to the Loan Agreement and the other loan documents executed in connection therewith (as the same may be amended, supplemented, renewed, replaced or modified from time to time, collectively, the "Loan Documents"). To secure, among other things, the payment and performance of all sums and obligations owing by Seller under the Loan, Seller has granted or will grant to the Administrative Agent as agent for the Lenders, a Construction Mortgage with Absolute Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement (the “Mortgage”), covering Seller's interest in the Land and the Project, including the Property covered by this Agreement. The proceeds of the Loan shall be used for the purposes permitted under, and to the extent not prohibited by, the Loan Documents. Xxxxx acknowledges and agrees that all security interests obtained by the Agent in connection with the Mortgage and the Loan Documents shall be and remain at all times a lien or charge on the Project, including the Property covered by this Agreement, prior to and superior to any and all liens or charges on the Project arising from this Agreement. Buyer hereby intentionally waives, relinquishes and subordinates the priority or superiority of any lien under this Agreement in favor of the lien or charge on the Project of the Mortgage and the Loan Documents. Buyer further undertakes and agrees to execute any further documentation or subordination agreement required by Seller or the Agent to evidence this subordination within five (5) days of a request to do so, and Seller shall have the right in its sole discretion to cancel this Agreement if Buyer fails or refuses to do so. XXXXX GIVES UP AND SUBORDINATES THE PRIORITY OF XXXXX'S RIGHTS AND INTERESTS UNDER THIS AGREEMENT IN FAVOR OF THE RIGHTS AND INTEREST...
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Seller's Lender Has Priority. Seller has given or may need to give one or more lenders a mortgage on the Project land and a collateral assignment of Seller’s interest in this contract to secure repayment of loan(s) for Project development. In this contract, each of these lenders will be called the “Seller’s Lender”. Buyer agrees that all of the rights and interests which Seller gives to Seller’s Lender will have priority over Buyer’s rights and interests under this contract. This applies to any changes to the loan or loans, mortgage or mortgages, security agreement or agreements, or other instruments (including, among other things, extensions, renewals and other changes). BUYER GIVES UP AND SUBORDINATES THE PRIORITY OF BUYER’S RIGHTS AND INTERESTS UNDER THIS CONTRACT IN FAVOR OF THE RIGHTS AND INTERESTS OF SELLER’S LENDER UNTIL THE FINAL CLOSING AND DELIVERY OF A SIGNED UNIT DEED TO THE BUYER, PROVIDED THAT BUYER’S DEPOSITS MADE UNDER THIS CONTRACT SHALL BE HONORED BY SELLER’S LENDER AND SHALL NOT BE FORFEITABLE UNLESS BUYER DEFAULTS IN THE PERFORMANCE OF BUYER’S OBLIGATIONS UNDER THIS CONTRACT. If Seller’s Lender asks Buyer to do so, Buyer will sign other documents to confirm the agreements in this Section 1.6. If Seller’s Lender takes the place of the Seller and informs Buyer that Lender elects to have the Buyer to follow through with Buyer’s purchase under this contract, Buyer will faithfully perform all of Buyer’s promises and agreements contained in this contract. Buyer agrees that under this contract Buyer has no rights or interests in the units or the Project other than a contractual right enforceable only against the Seller and not against the unit or the Project itself or against the Seller’s Lender.
Sample 1

Related to Seller's Lender Has Priority

  • Title, Perfection and Priority The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest in, and Lien on, hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Lender the security interest in and Lien on such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against the Grantor in the locations listed on Exhibit H, the Lender will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

  • Perfection and Priority The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by Lender, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected (to the extent that Liens on the Collateral can be perfected by the filing of UCC financing statements) Liens on the Collateral in favor of Lender.

  • Perfection and Priority of Liens Receipt by the Administrative Agent of the following:

  • Creation, Perfection and Priority of Liens The execution and delivery of the Collateral Documents by Loan Parties and Sponsors, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1, 4.2, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Administrative Agent for the benefit of Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements or Mortgages delivered to Administrative Agent for filing or recording, as applicable (but not yet filed or recorded) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent.

  • Financing Statements and Other Filings; Maintenance of Perfected Security Interest Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Liens.

  • Creation, Perfection and Priority of Security Interests The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

  • Maintenance of Security Interests in Financed Equipment The Servicer shall, in accordance with its customary servicing procedures, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Equipment. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such security interest on behalf of the Issuing Entity and the Indenture Trustee in the event of the relocation of the Financed Equipment or for any other reason.

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Servicer to Maintain Perfection and Priority The Servicer covenants that, in order to evidence the interests of CNHCR and Issuing Entity under this Agreement, Servicer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by Issuing Entity) to maintain and perfect, as a first priority interest, Issuing Entity’s security interest in the Receivables. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuing Entity for Issuing Entity to authorize the Servicer to file all financing statements, amendments, continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuing Entity’s security interest in the Receivables as a first-priority interest (each a “Filing”). Issuing Entity shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR or Issuing Entity where allowed by applicable law.

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