Subordination and Consent Sample Clauses

Subordination and Consent. By signing this environmental covenant, the signatories knowingly and intelligently acknowledge their consent to the terms of this agreement and agree to subordinate their interest in the property. The following persons have expressly consented and subordinated interests:
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Subordination and Consent. Lender, Tenant and Landlord do hereby covenant and agree that the Lease with all rights, options, liens and charges created thereby (including, without limitation, any option or rights contained in the Lease, or otherwise existing, to acquire any or all of the Premises, or any superior leasehold interest therein), is and shall continue to be subject and subordinate in all respects to the lien and terms of the Loan Documents, and to any renewals, modifications, consolidations, replacements and extensions thereof and to all advancements made thereunder. Tenant acknowledges that Landlord will execute and deliver to Lender an assignment of the Lease as security for the Loan, and Tenant hereby expressly consents to such assignment. Tenant agrees that if there is a default by Landlord in the performance and observance of any of the terms of such Loan, Lender may, at its option, demand all rents due under the Lease be paid by Tenant directly to Lender at the address specified below, or as otherwise specified by Lender. Tenant agrees that upon Lender’s written request for payment of rent directly to Lender, Tenant will timely remit any and all payments due under the Lease directly to, and payable to the order of, Lender. Such payments to Lender will constitute performance of Tenant’s payment obligations under the Lease.
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Subordination and Consent. By signing this environmental covenant, the signatories knowingly and intentionally acknowledge their consent to the terms of this agreement and agree to subordinate their interest in the property. The following persons have expressly consented and subordinated interests: [INSERT: Identify persons and entities that are consenting and subordinating their interests such as mortgagees and other consensual lienholders, lessees, etc. Identify the nature of the subordinated interest. If a subordination agreement is entered, it must be fully executed and attached to the final covenant PRIOR to submittal to the DNR for signature. If no subordinated interests, INSERT “No subordinated interests.” after section 20.]
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Subordination and Consent. (a) Lender hereby consents to Landlord entering into the Lease and the Sublease Agreement, dated the date hereof, between Landlord, as subtenant, and 2U, Inc. (“Parent”) as sublandlord with respect to Parent’s current leasehold estate at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx (the “Takeover Sublease”) provided, however, that notwithstanding the foregoing, nothing contained herein shall be construed as a consent to, approval of, or ratification by Lender of, any of the particular provisions of the Lease or Takeover Sublease or any matter referred to or contained therein (except as may be expressly approved herein). (b) Subject to the terms of this Agreement, Lender, Tenant and Landlord do hereby covenant and agree that the Lease with all rights, options, liens and charges created thereby (including, without limitation, any option or rights contained in the Lease, or otherwise existing, to acquire any or all of the Premises, or any superior leasehold interest therein), is and shall continue to be subject and subordinate in all respects to the Deed of Trust and to any renewals, modifications, consolidations, replacements and extensions thereof and to all advancements made thereunder. Tenant acknowledges that Landlord will execute and deliver to Lender an assignment of the Lease as security for the Loan, and Tenant hereby expressly consents to such assignment. (c) Landlord authorizes and directs Tenant to honor any written demand or notice from Lender instructing Tenant to pay rent or other sums due under the Lease to Lender rather than Landlord (a “Payment Demand”), regardless of any other, or contrary, notice or instruction which Tenant may receive from Landlord before or after Tenant’s receipt of such Payment Demand. Tenant may rely upon any notice, instruction, Payment Demand, certificate, consent, or other document which is from and signed by Lender, and Tenant shall have no duty to Landlord to investigate the same or the circumstances under which the same was given by Lender. Tenant agrees that upon Lender’s Payment Demand, Tenant will timely remit any and all payments due under the Lease directly to, and payable to the order of, Lender, and in connection therewith: (x) any payment made by Tenant to Lender in response to a Payment Demand shall be deemed proper payment by Tenant of such sum pursuant to the Lease, (y) Tenant shall be entitled to full credit under the Lease for any rent or other sums paid to Lender pursuant to a Payment Demand to the same...
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Subordination and Consent. By signing this Environmental Covenant, the following parties knowingly and intelligently acknowledge their consent to the terms of this Environmental Covenant and agree to subordinate their interest in the Property to this Environmental Covenant:  City of Oelwein, licensee and grantee of an easement for the installation of a water pipe line on the Property.  D&W Railroad, LLC, a Delaware limited liability company, grantee of a Non- Exclusive Perpetual Easement on the Property, rights of ingress and egress for the purpose of constructing, realigning, using, maintaining, repairing, and renewing the railroad trackage and track improvements on the Property, as established under an Easement Deed dated September 26, 2003 and filed on November 24, 2003 as Instrument No. 20035097 in the records of the Recorder of Fayette County, Iowa, as amended and corrected by the Correction Easement Deed dated September 16, 2019, effective as of September 26, 2003, and filed on January 2, 2020 in Book 2020 Page 16 in the records of the Recorder of Fayette County, Iowa.  Transco Railway Products Inc., a Delaware corporation, as party (with D&W Railroad, LLC) to a Covenant and Services Agreement dated as of May 13, 2019 affecting the Property and certain other real estate, as described in the Memorandum of Covenant and Private Services Agreement dated May 13, 2019 and recorded with the Recorder of Fayette County, Iowa on May 16, 2019 in Book 2019 Page 1339. Pursuant to IC §455I.3(4)(d), the foregoing consent and agreement by the City of Oelwein, D&W Railroad, LLC and Transco Railway Products Inc. in this Section 19 to subordinate their interests in the Property to this Environmental Covenant affects the priority of their respective interests in the Property but does not impose any affirmative obligations on the City of Oelwein, D&W Railroad, LLC or Transco Railway Products Inc. with respect to this Environmental Covenant.
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Subordination and Consent. Third National Bank in Nashville, as the lawful owner and holder of the indebtedness secured by the lien of that certain Deed of Trust of record in Book 7252, page 130, Registrar's Office for Davidson County, Tennessee, as amended by instruments of record in Book 7874, page 623, and Book 8068, page 743, said Registrar's Office; that certain Financing Statement of record in Book 7252, page 142, said Registrar's Office; that certain Deed of Trust of record in Book 7449, page 156, said Registrar's Office, as amended by instruments of record in Book 7874, page 618, and Book 8068, page 746, said Registrar's Office; and that certain Financing Statement of record in Book 7874, page 626, said Registrar's Office (collectively the “Loan Documents”) joins herein for the purpose of of consenting to all of the terms and provisions of the Declaration, and for the purpose of subordinating the liens evidenced by the Loan Documents to all of the terms and provisions of the Declaration, except for the terms and provisions of Article V of the Declaration, describing the lien securing the payment of annual and special assessments, which lien shall continue to be subordinate to the liens evidenced by the Loan Documents.
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Subordination and Consent. Upon Lessor's request, Lessee shall make a limited subordination of Lessee's rights hereunder to the lien of any mortgage, deed of trust, or other security document which is a lien against the Premises; provided, however, that Lessee's obligation to provide such limited subordination shall be conditioned upon and subject to Lessee receiving an agreement in proper form for recording from such security interest holder (hereafter the "holder"), for said holder and its successors and assigns, whereby said holder agrees that in the event of a default under such mortgage, deed of trust, or other security document, for so long as Lessee shall not have failed to timely cure a default hereunder as would permit Lessor to terminate this Lease: (a) such holder (and its successors and assigns) shall not cut off or terminate this Lease (including without limitation any of the extended terms herein provided), and (b) the holder (and its successors and assigns) shall not disturb Lessee in its possession or use of the Premises, and (c) despite such mortgage, deed of trust, or other security document, and any default by Lessor and/or liquidation or foreclosure thereunder, this Lease and Lessee's rights and occupancy hereunder shall continue in full force and effect and shall be unimpaired and unaffected, and therefore not terminated, modified, diminished, or disturbed in any way whatsoever by any reason thereof. Lessee agrees that upon Lessor's request the said limited subordination shall also provide that for so long as Lessor shall not have failed to timely cure a default hereunder, then upon the holder obtaining the rights of Lessor hereunder the Lessee shall attorn to the holder and the holder shall be obligated to Lessee hereunder.
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Subordination and Consent. By signing this environmental covenant, the signatories knowingly and intelligently acknowledge their consent to the terms of this agreement and agree to subordinate their interest in the property. The following persons have expressly consented and subordinated interests: None. CITY OF CENTERVILLE, IOWA, an Iowamunicipal corporation By: _ Xxxxxxx Xxxxxxx, City Administrator State of Iowa ) County of Appanoose ) ss. On this day of , 2016, before me personally appeared Xxxxxxx Xxxxxxx, known to me to be the City Administrator of the City of Centerville, Iowa who executed the foregoing instrument, and acknowledge that this person executed the same as his voluntary act and deed. Notary Public for State of Iowa i. Signed~dayof ~- 0- Xxxxx Xxxx. V{J Director, Iowa Department of Natural Resources ,2016. State of Iowa Countyof G~ ) ss. On thi~ day of 2...A. '""+-- , 2016, before me personally appeared Xxxxx Xxxx, known to me to be the Director of the I~a Department of Natural Resources or the lawful designee of the Director who executed the foregoing instrument, and acknowledge that this person executed the same as hislherltheir voluntary act and deed. Notary Public for State of low z.. I."..". ,...... COMMISSION NO. 188249 MY COMMISSION EXPIRES JANUARY 13 - I . IOWA ENVIRONMENTAL COVENANT PROPERTY INTEREST FORM To: Iowa Department of Natural Resources (DNR) Xxxxxxx State Office Building 000 X 0xx Xxxxxx Des Moines, IA 50319 Re: Environmental Covenant Supporting Documentation Subject Property Location: East Washington Street, Centerville, IA 52544 Source Site Location: The northwest corner of the property .
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Related to Subordination and Consent

  • Subordination and Attornment This Lease is subject and subordinate to all Mortgages now or hereafter placed upon the Premises, and all other encumbrances and matters of public record applicable to the Premises; provided, however, that any such subordination to any Mortgage placed on the Premises after the date hereof shall not operate to terminate or defeat this Lease so long as Tenant is not in default hereunder beyond any notice and cure period. If any foreclosure proceedings are initiated by any Holder or a deed in lieu of such foreclosure is granted, Tenant agrees, upon written request of any such Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment (provided such Holder or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default hereunder beyond any cure period hereunder). However, in the event of attornment, no Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure shall be: (i) liable for any act or omission of Landlord or subject to any offsets or defenses which Tenant might have against Landlord (prior to such party becoming Landlord under such attornment); (ii) liable for any security deposit or bound by any prepaid Rent, in excess of Rent for the month in which such party becomes Landlord under such attornment, not actually received by such party; or (iii) bound by any future modification of this Lease not consented to by such party (provided that Tenant was first given notice of the existence of such Holder in the manner specified in Section 21.2 below). Any Holder may elect to make this Lease prior to the lien of its Mortgage by giving written notice to Tenant, and if the Holder of any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Estoppel Certificate or Subordination Agreement Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 days after a second notice requesting such document.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Ratification and Reaffirmation Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower's covenants, duties, indebtedness and liabilities under the Loan Documents.

  • Authorization and Consent The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

  • Subordination of Liens Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

  • Waiver and Consent (a) This Subordinated Note may be amended or waived pursuant to, and in accordance with, the provisions set forth herein. Any such consent or waiver given by the Noteholder shall be conclusive and binding upon such Noteholder and upon all subsequent holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured depository institution that shall be a Noteholder or that otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby. (b) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the Noteholders holding more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of the Subordinated Notes; (vi) make any changes to Section 6 (Events of Default; Acceleration), Section 7 (Failure to Make Payments), Section 8 (Affirmative Covenants of the Company), Section 9 (Negative Covenants of the Company), Section 16 (Priority), or Section 18 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately and adversely affect the rights of any Noteholder. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the Noteholders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by any Noteholder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law, except as restricted hereby. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Noteholders to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Noteholders to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Noteholders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company.

  • Subordination, Attornment (a) This Lease is and shall be subordinate to any encumbrance now of record or recorded after the date of this Lease affecting the Building, other improvements, and land of which the Premises are a part. Such subordination is effective without any further act of Tenant. If any mortgagee, trustee, or ground lessor shall elect to have this Lease and any options granted hereby prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease and such options shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease or such options are deeded prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of recording thereof. (b) In the event any proceedings are brought for foreclosure, or in the event of a sale or exchange of the real property on which the Building is located, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall attorn to the purchaser upon any such foreclosure and sale and recognize such purchaser as the Landlord under this Lease. (c) Tenant agrees to execute any documents reasonably required to effectuate an attornment or to make this Lease or any options granted herein prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be, provided the rights of Tenant are not diminished or adversely affected as a result thereof. (d) Landlord agrees that Tenant’s obligations to subordinate under this Section 31 to any existing and future ground lease, mortgage, or deed of trust (each, an “Encumbrance”) shall be conditioned upon Tenant’s receipt of a non-disturbance agreement from the party requiring such subordination (which party is referred to for the purposes of this Section as the “Superior Lienor”). Such non-disturbance agreement shall be in recordable form, and shall provide, at a minimum, that (i) Tenant’s possession of the Premises shall not be interfered with following a foreclosure, or other termination of the Encumbrance, provided Tenant is not in default beyond any applicable cure periods, (ii) there shall be no diminution in Tenant’s rights under this Lease as a result of a foreclosure or other termination of the Encumbrance, and (iii) the Superior Lienor or any other party acquiring Landlord’s interest in this Lease shall perform all of Landlord’s future obligations hereunder, and (iv) Landlord’s obligation with respect to such a non-disturbance agreement shall be limited to obtaining the non-disturbance agreement in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have the right to negotiate, and Landlord shall use its good faith efforts and due diligence in assisting Tenant in the negotiation of, revisions to that non-disturbance directly with the Superior Lienor. Tenant agrees to use its good faith efforts to reach agreement with the Superior Lienor upon acceptable terms and conditions of a non-disturbance agreement. (e) Tenant’s obligation to pay Rent under this Lease to Superior Lienor is conditioned upon Tenant’s receipt of a nondisturbance agreement, satisfying the requirements of Section 31(d), from any Superior Lienor whose Encumbrance is superior to this Lease as of the Commencement Date.

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