Seller's Lender Has Priority Sample Clauses

The "Seller's Lender Has Priority" clause establishes that any existing mortgage or lien held by the seller's lender takes precedence over other claims or interests in the property. In practice, this means that if the property is sold or foreclosed upon, the seller's lender will be paid first from the proceeds before any other parties, such as secondary lenders or lienholders. This clause is essential for protecting the lender's financial interest and ensuring that their loan is secured, thereby reducing the risk of loss in the event of default or sale.
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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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. ▇▇▇▇▇ 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. ▇▇▇▇▇ GIVES UP AND SUBORDINATES THE PRIORITY OF ▇▇▇▇▇'S RIGHTS AND INTERESTS UNDER THIS AGREEMENT IN FAVOR OF THE RIGHTS AND INTEREST...
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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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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
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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.
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Related to Seller's Lender Has Priority

  • Perfection and Priority The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.