Inter-creditor Rights Sample Clauses

Inter-creditor Rights. Prior to exercising any remedy hereunder and notwithstanding anything contained in Sections 6.1 and 6.2 above, any Recognized Mortgagee (as defined in the LDAs) shall be afforded notice and the cure rights as follows: 7.3.1 The Company hereby agrees that it shall, as security for its obligations hereunder, grant to the Affected Tax Jurisdictions a mortgage lien on the Facility pursuant to a certain Full Tax Agreement Mortgage, dated on or about the date hereof, from the Company and the Agency to and for the benefit of the Affected Tax Jurisdictions (the "Full Tax Agreement Mortgage"), which Full Tax Agreement Mortgage shall constitute a mortgage lien on and security interest in the Facility. [The Full Tax Agreement Mortgage, when recorded, shall be subordinate in lien to that certain Mortgage and Security Agreement, dated as of , 2008 (the "Mortgage"), by and from the Agency and the Company to and for the benefit of , as Trustee (the "Mortgagee") as the same may be amended, modified, supplemented, combined, consolidated, increased and/or amended and restated and any affordable housing restrictive covenants imposed by Westchester County, if any; provided the right to receive payments under this Full Tax Agreement shall not be subordinated. 7.3.2 For the purposes of this Agreement, the term "mortgages" shall include any mortgage or mortgages, deeds of trust or other liens related to the financing of the construction and improvement of the Facility dated the date hereof and all amendments and restatements thereof given by the Company and the Agency in favor of the lender or any successor lender and other lending institutions which become parties to the mortgage, respectively; provided, however, said subordination of the lien of this Mortgage is expressly conditioned upon the payment obligations hereunder having a priority right of payment over amounts payable under the above described mortgages. Without limiting the foregoing, the term "mortgage" shall include the Mortgage. ANY SUCH MORTGAGE SHALL BE A LIMITED, NON-RECOURSE OBLIGATION OF THE AGENCY AND SHALL IN NO EVENT REQUIRE THE PAYMENT BY THE AGENCY TO ANY PARTY OF ANY AMOUNT INCLUDING, BUT NOT LIMITED TO, PRINCIPAL, INTEREST OR ANY OTHER AMOUNT SECURED BY ANY SUCH MORTGAGE. 7.3.3 If the Mortgagor, with respect to all or a portion of the Facility and/or such Mortgagor’s successors and assigns, shall mortgage or grant a security interest in such Mortgagor’s interest in the Facility and, if the Mortgagee sh...
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Inter-creditor Rights. The provisions of this Section 9 inure to the benefit of the holders of the Priority Debt, their respective Representatives, and their respective successors and assigns, and the rights under this Section 9 may be assigned in whole or in part in connection with any partial or complete assignment or transfer of the Priority Debt. The Representatives for each holder of Priority Debt may, without the joinder of any holder of Priority Debt for which it is a Representative, exercise any and all rights hereunder in favor of the respective holders of Priority Debt. The rights of each holder of Priority Debt vis-a-vis its Representative and each other holder of Priority Debt may be subject to one or more separate agreements between or among such parties, but the Purchaser Parties need not inquire about any such agreement nor be subject to any terms thereof unless the Purchaser Parties specifically join therein; and, consequently, the Purchaser Parties are not entitled to any benefits or provisions of any such separate agreements nor are they entitled to rely upon or raise as a defense, in any manner whatsoever, the failure or refusal of any party thereto to comply with the provisions thereof. The Purchaser Parties will advise each future holder of all or any part of the Preferred Stock that such claims in respect of any Payment in respect of the Preferred Stock and Preferred Stock Documents are subject to the subordination and standstill provisions of this Section 9. In furtherance of such agreement, the Company shall cause the Preferred Stock to bear a legend reflecting the same. Notwithstanding anything to the contrary in this Section 9, upon conversion of the Preferred Stock into Common Stock of the Company in accordance with the terms of the Statement of Designation, no such legend shall be reflected on the shares of Common Stock so issued and neither the holders of the Priority Debt nor the Company shall have any right to require such a legend to be placed on such Common Stock.
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Related to Inter-creditor Rights

  • Parties in Interest; No Third Party Beneficiaries Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto. Neither this Agreement nor any other agreement contemplated hereby shall be deemed to confer upon any person not a party hereto or thereto any rights or remedies hereunder or thereunder.

  • Rights as Unsecured Creditors Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

  • The Lender Groups Rights and Remedies 9.1 Rights and Remedies. 9.2 Remedies Cumulative.

  • Enforcement of Settlement Agreement If one Party alleges the other Party is in breach of this Settlement Agreement, that Party shall notify the other party. The Parties agree to meet and confer in good faith for a period of up to thirty days from the initial notice to attempt to resolve the allegation. If informal efforts fail, any party may file suit before the Superior Court of the County of Los Angeles, consistent with the terms and conditions set forth in this Settlement Agreement, to enforce the terms and conditions contained in this Settlement Agreement. The prevailing party shall be entitled to its reasonable attorneys’ fees and costs associated with such proceeding. This Settlement Agreement may be enforced exclusively by the Parties hereto.

  • Existing Rights Termination shall not affect rights and obligations then outstanding under this Agreement which shall continue to be governed by this Agreement until all obligations have been fully performed.