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...
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.
