Common use of Liens Subordinate Clause in Contracts

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s rights it may have against any Borrower or Operating Lessee, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s 's assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s 's assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (ai) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor’s 's rights it may have against any Borrower or Operating LesseeBorrower, or (biii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee Borrower granting liens or security interests Liens in any of their its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than Lender.

Liens Subordinate. Each Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s the assets or Operating Lessee’s assets of Borrower securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of any Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, so long as both (a) any portion of the Debt shall be outstanding and (b) a Permitted Direct Assumption shall not have been consummated in accordance with the Loan Agreement, then no Guarantor shall not (ai) exercise or enforce any creditor’s rights it may have against any Borrower or Operating LesseeBorrower, or (bii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by any Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without Until the Debt shall have been fully repaid and the Guaranteed Obligations fully satisfied, without the prior written consent of Lender, Guarantor shall not (ai) exercise or enforce any creditor’s rights it may have against any Borrower or Operating LesseeBorrower, or (bii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee Borrower granting liens or security interests Liens in any of their its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than Lender.

Liens Subordinate. Until receipt by Lender of payment in full of the Obligations, Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, neither Guarantor nor any of its Affiliates shall not (a) exercise or enforce any creditor’s rights right it may have against Borrower, (b) create any Liens encumbering any Individual Property, Borrower or Operating Lesseeany interest in either of the foregoing, other than Permitted Encumbrances or (bc) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, including without limitation, limitation the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liensLiens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liensLiens, security interests, judgment liens, charges or other encumbrances upon such any Borrower’s assets or Operating Lessee’s assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor Guarantor, Administrative Agent or any Lender presently exist or are hereafter created or attach. Without the prior written consent of LenderAdministrative Agent, Guarantor shall not (ai) create any Lien encumbering any Project or any interest therein, (ii) exercise or enforce any creditor’s rights it may have against any Borrower or Operating LesseeBorrower, or (biii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liensLiens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any such Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee any Borrower granting liens or security interests Liens in any of their its assets to any Person other than LenderAdministrative Agent or Guarantor transferring any of its assets to any Person other than Administrative Agent.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without Until the payment in full of the Guaranteed Obligations, without the prior written consent of Lender, neither Guarantor nor any of its Affiliates shall not (a) exercise or enforce any creditor’s rights right it may have against Borrower (b) create any Liens encumbering the Property, Borrower or Operating Lesseeany interest in either of the foregoing, other than Permitted Encumbrances, or (bc) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, including without limitation, limitation the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s rights it may have against any Borrower or Operating Lessee, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement Pool 2 of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s rights it may have against any Borrower or Operating Lessee, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or Pool 2 amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s rights it may have against any Borrower or Operating Lessee, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or Pool 1 amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Each Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s the assets or Operating Lessee’s assets of Borrower securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of any Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, so long as both (a) any portion of the Debt shall be outstanding and (b) a Direct Assumption shall not have been consummated in accordance with the Loan Agreement, then no Guarantor shall not (ai) exercise or enforce any creditor’s rights it may have against any Borrower or Operating LesseeBorrower, or (bii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by any Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees Guarantors agree that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s 's assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such any Borrower’s assets or Operating Lessee’s 's assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor either or both Guarantors or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, neither Guarantor shall not (ai) exercise or enforce any creditor’s 's rights it may have against any Borrower or Operating LesseeBorrower, or (bii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by such Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Mezzanine Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their its assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s 's assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s 's assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (ai) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor’s 's rights it may have against any Borrower or Operating LesseeBorrower, or (biii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee Borrower granting liens or security interests in any of their its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s 's assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s 's assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (ai) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor’s 's rights it may have against any Borrower or Operating LesseeBorrower, or (biii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, Exhibit 10.4 any prohibition in the Loan Documents against Borrowers and Operating Lessee Borrower granting liens or security interests Liens in any of their its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than Lender.. 4.5

Liens Subordinate. Each Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s the assets or Operating Lessee’s assets of Borrower securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of any Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, so long as both (a) any portion of the Debt shall be outstanding and (b) a Direct Assumption shall not have been consummated in accordance with the Loan Agreement, then no Guarantor shall not (ai) exercise or enforce any creditor’s rights it may have against any Borrower or Operating LesseeBorrower, or (bii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by any Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any 12 Guaranty of their assets to any Person other than Lender.Recourse Obligations (Mezzanine Loan)

Liens Subordinate. Guarantor agrees that any liensLiens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor EXHIBIT E-2 – CBL 4873-9001-7310\2 Claims shall be and remain inferior and subordinate to any liensLiens, security interests, judgment liens, charges or other encumbrances upon such any Borrower’s assets or Operating Lessee’s assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor Guarantor, Administrative Agent or any Lender presently exist or are hereafter created or attach. Without the prior written consent of LenderAdministrative Agent, Guarantor shall not (ai) create any Lien encumbering any Project or any interest therein, (ii) exercise or enforce any creditor’s rights it may have against any Borrower or Operating LesseeBorrower, or (biii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liensLiens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee any Borrower granting liens or security interests Liens in any of their its assets to any Person other than LenderAdministrative Agent or Guarantor transferring any of its assets to any Person other than Administrative Agent.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s rights it may have against any Borrower or Operating Lessee, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement Pool 1 of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee granting liens or security interests in any of their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s 's assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s 's assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (ai) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor’s 's rights it may have against any Borrower or Operating LesseeBorrower, or (biii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, Exhibit 10.4 any prohibition in the Loan Documents against Borrowers and Operating Lessee Borrower granting liens or security interests Liens in any of their its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets or Operating Lessee’s 's assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets or Operating Lessee’s 's assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (ai) create any lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor’s 's rights it may have against any Borrower or Operating LesseeBorrower, or (biii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on the assets of any Borrower or Operating Lessee held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrowers and Operating Lessee Borrower granting liens or security interests Liens in any of their its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than Lender.