Common use of Liens Subordinate Clause in Contracts

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's assets securing payment of Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower'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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's rights it may have against Borrower, or (iii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or 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 assets of Borrower 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 Borrower granting Liens in any of 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 ’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 ’s assets or Operating Lessee’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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (iia) exercise or enforce any creditor's ’s rights it may have against Borrowerany Borrower or Operating Lessee, or (iiib) 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 Borrower Borrowers and Operating Lessee granting Liens liens or security interests in any of its assets to any Person other than Lender or Guarantor transferring any of its their 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 Borrower'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 Borrower'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, neither Guarantor nor any of its Affiliates shall not (i) create any Lien encumbering the Mortgaged Property or any interest therein, (iia) exercise or enforce any creditor's rights ’s right it may have against Borrower, (b) create any Liens encumbering any Individual Property, Borrower or any interest in either of the foregoing, other than Permitted Encumbrances or (iiic) 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 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 assets of Borrower 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 Borrower granting Liens in any of 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 Borrower'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 Borrower'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 Until the Debt shall have been fully repaid and the Guaranteed Obligations fully satisfied, without the prior written consent of Lender, Guarantor shall not (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's ’s rights it may have against Borrower, or (iiiii) 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 assets of Borrower 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 Borrower granting Liens in any of 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 liensLiens, security interests, judgment liens, charges or other encumbrances upon any Borrower's ’s assets securing payment of Guarantor Claims shall be and remain inferior and subordinate to any liensLiens, security interests, judgment liens, charges or other encumbrances upon any Borrower's ’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 (i) create any Lien encumbering the Mortgaged Property any Project or any interest therein, (ii) exercise or enforce any creditor's ’s rights it may have against any Borrower, or (iii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor's ’s relief or insolvency proceeding) to enforce any liensLiens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of such Borrower 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 any Borrower granting Liens in any of its assets to any Person other than Lender Administrative Agent or Guarantor transferring any of its assets to any Person other than LenderAdministrative Agent.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower's ’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 ’s assets or Operating Lessee’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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (iia) exercise or enforce any creditor's ’s rights it may have against Borrowerany Borrower or Operating Lessee, or (iiib) 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 Pool 1 amend, any prohibition in the Loan Documents against Borrower Borrowers and Operating Lessee granting Liens liens or security interests in any of its assets to any Person other than Lender or Guarantor transferring any of its their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower'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 Borrower'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 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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (iia) exercise or enforce any creditor's rights ’s right it may have against BorrowerBorrower (b) create any Liens encumbering the Property, Borrower or any interest in either of the foregoing, other than Permitted Encumbrances, or (iiic) 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 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 assets of Borrower 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 Borrower granting Liens in any of 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 Borrower's the 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 Borrower's ’s assets securing payment and performance 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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's ’s rights it may have against Borrower, or (iiiii) 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 Borrower 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 Borrower granting Liens in any 12 Guaranty of its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than Lender.Recourse Obligations (Mezzanine Loan)

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's assets securing payment of Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower'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 (i) create any Lien lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's rights it may have against Borrower, or (iii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or 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 assets of Borrower 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 Borrower granting Liens in any of 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 ’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 ’s assets or Operating Lessee’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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (iia) exercise or enforce any creditor's ’s rights it may have against Borrowerany Borrower or Operating Lessee, or (iiib) 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 ’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 Borrower Borrowers and Operating Lessee granting Liens liens or security interests in any of its assets to any Person other than Lender or Guarantor transferring any of its 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 ’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 ’s assets or Operating Lessee’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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (iia) exercise or enforce any creditor's ’s rights it may have against Borrowerany Borrower or Operating Lessee, or (iiib) 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 ’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 Borrower Borrowers and Operating Lessee granting Liens liens or security interests in any of its assets to any Person other than Lender or Guarantor transferring any of its their assets to any Person other than Lender.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's assets securing payment of Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower'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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's rights it may have against Borrower, or (iii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or 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 assets of Borrower 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 Borrower granting Liens liens in any of 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 Guarantors agree that any liens, security interests, judgment liens, charges or other encumbrances upon any Borrower'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 any Borrower's assets securing payment and performance 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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's rights it may have against any Borrower, or (iiiii) 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 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 Borrower Borrowers granting Liens liens or security interests in any of 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 liensLiens, security interests, judgment liens, charges or other encumbrances upon any Borrower's ’s assets securing payment of 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 any Borrower's ’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 (i) create any Lien encumbering the Mortgaged Property any Project or any interest therein, (ii) exercise or enforce any creditor's ’s rights it may have against any Borrower, or (iii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor's ’s relief or insolvency proceeding) to enforce any liensLiens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of any Borrower 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 any Borrower granting Liens in any of its assets to any Person other than Lender Administrative Agent or Guarantor transferring any of its assets to any Person other than LenderAdministrative Agent.

Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's assets securing payment of Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower'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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's rights it may have against Borrower, or (iii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, the commencement of, or 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 assets of Borrower 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 Borrower granting Liens in any of 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 ’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 ’s assets or Operating Lessee’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 (i) create any Lien encumbering the Mortgaged Property or any interest therein, (iia) exercise or enforce any creditor's ’s rights it may have against Borrowerany Borrower or Operating Lessee, or (iiib) 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 Pool 2 amend, any prohibition in the Loan Documents against Borrower Borrowers and Operating Lessee granting Liens liens or security interests in any of its assets to any Person other than Lender or Guarantor transferring any of its their assets to any Person other than Lender.

Liens Subordinate. Guarantor Carveout Indemnitor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's ’s assets securing payment of Guarantor Carveout Indemnitor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's ’s assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor Carveout Indemnitor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender (which may be granted or withheld in Lender’s sole discretion), Guarantor Carveout Indemnitor shall not (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's rights ’s right it may have against Borrower, or (iiiii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, including the commencement of, or 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 assets of Borrower 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 Borrower granting Liens in any of its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than LenderCarveout Indemnitor.

Liens Subordinate. Guarantor Carveout Indemnitor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's ’s assets securing payment of Guarantor Carveout Indemnitor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower's ’s assets securing payment and performance of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor Carveout Indemnitor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender (which may be granted or withheld in Lender’s sole discretion), Guarantor Carveout Indemnitor shall not (i) create any Lien encumbering the Mortgaged Property or any interest therein, (ii) exercise or enforce any creditor's rights ’s right it may have against Borrower, or (iiiii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including, without limitation, including the commencement of, or 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 assets of Borrower securing payment of the Obligations 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 Borrower granting Liens in any of its assets to any Person other than Lender or Guarantor transferring any of its assets to any Person other than LenderCarveout Indemnitor.