Postponement and Subordination. The Developer covenants and agrees at its own expense, to obtain and register such documentation in form satisfactory to the Town's solicitor from all mortgagees or encumbrancers as may be deemed necessary by the Town to postpone and subordinate their interest in the Lands to the interest of the Town to the extent that this Agreement and all related documentation to be registered shall take effect and have priority as if they had been executed and registered before the execution and registration of the document or documents giving to the mortgagees and/or encumbrancers their interest in the Lands. The Developer acknowledges that it shall not be permitted to sell any lots within the Development Plan until such time as these postponements have been registered and that the Town shall be permitted to register an inhibiting order pursuant to the Land Titles Act to ensure compliance with same.
Postponement and Subordination. Guarantors hereby postpone any right of enforcement, remedy and action and subordinate any claims, including any right of payment, subrogation, contribution and indemnity that they may have at any time against any Obligor or any other guarantor, howsoever arising, to irrevocable payment in full of the Note Indebtedness. Any such claims (whether secured or unsecured) and any such remedial rights are hereby assigned or hypothecated to Agent and the Secured Parties (and shall be assigned or hypothecated pursuant to documentation satisfactory to Agent), and any such claims owing and paid to the Guarantors in contravention of the terms of this Limited Guaranty shall be received and held by such Guarantor in trust and as agent and mandatary for the benefit of Agent and the Secured Parties and the proceeds thereof shall forthwith be paid over to Agent to be credited and applied to the Note Indebtedness, whether matured or unmatured, in accordance with the terms of this Limited Guaranty. In furtherance of the foregoing, any and all Liens held by the Guarantors shall for all purposes be, and at all times remain, inferior, junior and subordinate to the Liens from time to time held by the Agent under the Security Documents; without limiting the generality of the foregoing, the foregoing priority shall prevail in all circumstances and irrespective of: (i) the priorities otherwise accorded to any such Liens by any applicable law; (ii) the time or order of the creation, granting, execution or delivery of the Note Indebtedness, the Note Purchase Documents or any other deed, document, instrument, act or notice; (iii) the time or order of the attachment or perfection or setting-up of the security interests and hypothecs constituted by any such Liens; (iv) the time or order of registration, notification or publication of any such Liens or the filing of financing statements or other instruments and documents with respect thereto; (v) the time of the making of advances and other credits under the Note Indebtedness; or (vi) the giving of, or the failure to give, any notice to the Guarantors or the time of giving of any such notice; in addition, the Guarantors hereby cede priority of rank and payment to the Agent and the Secured Parties in all respects to the extent necessary to give full effect to the foregoing.
Postponement and Subordination. The Owner covenants and agrees, at its entire expense, to obtain and register, from its mortgagees and/or encumbrancers, such documentation as may be deemed necessary by the Corporation to postpone and subordinate the interest of said mortgagees and/or encumbrancers in the subject lands to the interest of the Corporation to the extent that this Agreement shall take effect and have priority as if it had been executed and registered before the execution and registration of the document or documents giving to the mortgagees and/or encumbrancers their interest in the subject lands.
Postponement and Subordination. The Owner covenants and agrees, at its own expense, to obtain and register such documentation from its mortgagees or encumbrancers as may be deemed necessary by the Town to postpone and subordinate their interest in the subject lands to the interest of the Town to the extent that this Agreement shall take effect and have priority as if it had been executed and registered before the execution and registration of the document or documents giving to the mortgagees and/or encumbrancers their interest in the subject lands.
Postponement and Subordination. (a) After the occurrence and during the continuance of an Accruing Default or an Event of Default under the Credit Agreement, so long as any Senior Obligations are outstanding, and until the Senior Obligations shall have been permanently paid in full in cash and otherwise satisfied, the payment of all Subordinated Debt shall be postponed and subordinated. to the permanent payment in full and satisfaction of all Senior Obligations. The Subordinated Party shall not take or receive from, or on behalf of, any member of the Borrower Group, in any manner J payment of (including, without limitation, payment by set-oft), or consideration (including from or by way of collateral) for the reduction of, the whole or any part of the principal of, interest on or any other amount in connection with, any Subordinated Debt or any security therefor without the prior written consent of the Lender.
(b) If a payment or other consideration is received or made on Subordinated Debt while an Accruing Default or an Event of Default is continuing, the Subordinated Party shall hold such payment in trust for the Lender, shall segregate such payment from other funds and property held by the Subordinated Party and shall forthwith pay to the Lender (to be held and applied pursuant to the terms of this Agreement and the Credit Agreement) any payments or other consideration received by it in respect of such Subordinated Debt in the same form as so received (with any necessary endorsements). Any exercise of a right of set-off which has the effect of reducing the Subordinated Debt shall be wholly ineffective as between the Subordinated Party and the Borrower and the Subordinated Party hereby agrees not to exercise any such right, and the Borrower shall cause each of its Subsidiaries not to exercise any such right
(c) All security of every nature and kind now or hereafter held by the Subordinated Party in connection with the Subordinated Debt is wholly postponed and subordinated to the Senior Obligations owed by the Borrower Group to the Lender in connection with the Credit Agreement, notwithstanding the dates of execution or registration of any such security, the date of crystallization of any floating charge. or any other factor of legal significance.
Postponement and Subordination. DRAFT The Owner agrees to cause any and all mortgagees or other encumbrancers of the Lands to postpone their security in favour of this Agreement to ensure that the Municipality's remedies under this Agreement arising from a default by the Owner hereunder shall have priority to any such third party mortgagee or other encumbrancer under their respective registered security instruments and that the Municipality shall not be required to register this Agreement until such documentation evidencing postponement and subordination have been registered.
Postponement and Subordination. Notwithstanding anything contained herein, the Secured Party acknowledges and agrees that the security interest created in and for the benefit of the Secured Party under this Agreement shall be postponed and subordinated to the prior security interest created by the Company in and for the benefit of TRW Inc., pursuant to that certain General Security Agreement between the Company and TRW, Inc., dated August 31, 2001, and perfected by the registration in the British Columbia Personal Property Registry of a financing statement on August 31, 2001 under No. 9646747 and the security interest created in and for the benefit of the Secured Party under this Agreement shall run concurrent to the prior security interest created by the Company in and for the benefit of Cornell Capital Partners, LP, pursuant to that certain Security Agreement between the Company and Cornell Capital Partners, LP, dated November 21, 2002, and perfected by the registration in the British Columbia Personal Property Registry of a financing statement on _________, 2002 under No. __________.
Postponement and Subordination. Notwithstanding anything contained herein, the Secured Party acknowledges and agrees that the security interest created in and for the benefit of the Secured Party under this Agreement shall be postponed and subordinated to the prior security interest created by the Company in and for the benefit of TRW Inc., pursuant to that certain General Security Agreement between the Company and TRW, Inc., dated August 31, 2001, and perfected by the registration in the British Columbia Personal Property Registry of a financing statement on August 31, 2001 under No. 9646747.
Postponement and Subordination. On request from the Landlord or any Encumbrancer, at any time and from time to time, the Tenant will promptly execute and deliver any instrument or further assurance reasonably required to:
(a) postpone and subordinate this Lease to such Encumbrancer to the intent and effect that this Lease and all the rights of the Tenant shall be subject to the rights of such Encumbrancer as though the same existed prior to the making of this Lease; and
(b) attorn to the Encumbrancer and become bound to the Encumbrancer as Tenant of the Premises for the then unexpired term of this Lease, and upon the conditions herein set forth. No attornment or subordination aforesaid by the Tenant will have the effect of disturbing the Tenant's occupation and possession of the Premises if the Tenant is not in default hereunder and complies and continues to comply with all the covenants, terms and conditions hereof.
Postponement and Subordination. The Owner covenants and agrees, at its own expense, to obtain and register such documents from its mortgagees or encumbrancers as Lakeshore may deem necessary to postpone and subordinate their interest in the Subject Lands to Lakeshore’s interests to the extent that this Agreement shall take effect and have priority as if it had been executed and registered before the execution and registration of the document or documents giving to the Mortgagees and/or other encumbrancers their interest in the Subject Lands.
