Subordination of Lien. Notwithstanding any provision to the contrary, the liens for assessments created pursuant to this Declaration shall be subject and subordinate to and shall not affect the rights of the holder of a First Mortgage made in good faith and for value. Upon the foreclosure of any First Mortgage on a Parcel, any lien for assessments which became due prior to such foreclosure shall be extinguished; provided, however, that after such foreclosure there shall be a lien on the interest of the purchaser at the foreclosure sale to secure all assessments, whether Regular or Special, charged to such Parcel after the date of such foreclosure sale, which lien shall have the same effect and shall be enforced in the same manner as provided herein. For purposes of this Section, a Mortgage may be given in good faith or for value even though the Mortgagee has constructive or actual knowledge of the assessment lien provisions of this Declaration. -------------------------------------------------------------------------------- ARTICLE VII MEMBERSHIP IN AND DUTIES OF THE ASSOCIATION --------------------------------------------------------------------------------
Subordination of Lien. Subordinating Creditor, notwithstanding the order of attachment or perfection of its security interests, in the assets of the Borrower, subordinates to the Bank any and all security interests which Subordinating Creditor now has or in the future may have in the Collateral (as defined in the Loan and Security Agreement) of the Borrower together with all products and proceeds thereof. Subordinating Creditor further agrees that it will not enforce or assert any of its rights or security interests in or in any other manner interfere with Bank's security interests in the Collateral, unless and until Bank has advised Subordinating Creditor, in writing, that Borrower has indefeasibly paid in full and in cash, the Senior Indebtedness owing to Bank. By means of illustration, not limitation, Subordinating Creditor agrees that it will not seek to foreclose on any Collateral, demand or accelerate any indebtedness owing to Subordinating Creditor, assert any set-off or counterclaim, or notify account debtors of Subordinating Creditor's security interest in the proceeds of the Collateral, if any, unless and until Bank has advised Subordinating Creditor, in writing, that Borrower has satisfied, in full, the Senior Indebtedness. Furthermore, until receipt of such notice, Subordinating Creditor (i) will not assert any claim for marshalling of Borrower's assets, (ii) consents to the collection or sale of the Collateral by Bank free and clear of Subordinating Creditor's security interest, and (iii) without the necessity of demand or request by Bank, Subordinating Creditor will turn or pay over to Bank any money or the proceeds of any Collateral coming into Subordinating Creditor's possession, custody or control. In furtherance of the foregoing, at the request of Bank, Subordinating Creditor agrees that it will take any and all such action as Bank may request to facilitate the collection or sale of any Collateral by Bank or Borrower, including without limitation, the termination of Subordinating Creditor's security interest in any such Collateral. Furthermore, Subordinating Creditor consents to any and all dispositions of the Collateral now or hereafter made by Bank and waives any claims contesting the commercial reasonableness of any sales. Subordinating Creditor acknowledges that the intent of this paragraph is to place Bank in the same position as if the Collateral was not subject to Subordinating Creditor's security interest, and agrees that it will assert no claims agains...
Subordination of Lien. The lien provided for in this Declaration shall be subordinate to the lien of any first mortgage now or hereafter placed upon the building site subject to assessment, provided, however, that such subordination shall apply only to the assessments which have become due and payable prior to a sale or transfer of such building site pursuant to a decree of foreclosure, or any other proceeding in lieu of foreclosure. Such sale or transfer shall not relieve such property from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment.
Subordination of Lien. Intermediary hereby agrees and acknowledges that any security interest or lien in favor of Intermediary on the Account or any property credited to the Account as a result of any indebtedness of Pledgor to Intermediary (including, without limitation, any fees or commissions in respect of the Account) shall be subject and subordinate to the security interest in favor of Collateral Agent.
Subordination of Lien. In the event that State Street (as Securities Intermediary, Custodian, Collateral Agent or otherwise) has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Collateral Accounts or the Pledged Collateral, State Street (as Securities Intermediary, Custodian, Collateral Agent or otherwise) hereby agrees that such security interest to the extent that it secures amounts owing to it other than in respect of any Custodian’s Overdraft Advances is subordinate to the security interest of the Program Agent on behalf of the Secured Parties. The Pledged Collateral will not be subject to deduction, set-off, recoupment, banker’s lien, or any other right in favor of any person or entity other than the Borrower and the Secured Parties, except (x) in respect of the subordinated security interest of State Street referred to above, with the prior written consent of the Program Agent, and (y) in respect of the lien securing the Custodian’s Overdraft Advances. In addition, State Street expressly agrees that it shall not utilize any Pledged Collateral or dispose of any Pledged Collateral to satisfy any obligation of the Borrower to State Street (as Securities Intermediary, Custodian, Collateral Agent or otherwise) under this Agreement, the Custodial Agreement or any other agreement or document (i) except as expressly permitted by, and subject to the conditions set forth in, clauses (x) and (y) above, and (ii) without giving the Borrower and the Program Agent at least five (5) Business Days prior written notice thereof.
Subordination of Lien. WAIVER OF SET-OFF. In the event that the Account Bank has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in the Lease Indenture Trustee's Account or any security entitlement credited thereto, the Account Bank agrees that such lien or security interest shall be subordinate to the lien and security interest of the Lease Indenture Trustee for the benefit of the Lease Indenture Trustee and each Holder. The financial assets standing to the credit of the Lease Indenture Trustee's Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Lease Indenture Trustee for the benefit of the Lease Indenture Trustee and each Holder (except for the face amount of any checks which have been credited to the Lease Indenture Trustee's Account but are subsequently returned unpaid because of uncollected or insufficient funds).
Subordination of Lien. Notwithstanding the date, manner or order of creation, attachment or perfection of those security interests and liens in favor of Subordinated Lender now or hereafter existing in the Collateral, and notwithstanding any provisions of the Uniform Commercial Code or other applicable law or of any agreement(s) granting such security interests or liens to Subordinated Lender and Senior Lender, the security interests and liens held by Subordinated Lender in the Collateral shall be, in all respects, subject to and subordinate to the security interests and liens of Senior Lender in the Collateral to the full extent of the Senior Debt secured thereby. Subordinated Lender will indicate in any financing statement filed (whether before or after the date hereof) in connection herewith that its security interests and liens in the Collateral are subordinated to the security interests and liens of Senior Lender in the Collateral.
Subordination of Lien. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a Lien on, security interest in or right of setoff to the Debt Service Reserve Account or any Account Collateral, the Depositary Agent agrees that such Lien, security interest or right of setoff shall be subordinate to the Liens of the Administrative Agent.
Subordination of Lien. WAIVER OF SET-OFF. In the event that the Security Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in the Security Agent's Account or any security entitlement credited thereto, the Security Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Security Agent for the benefit of the Lease Indenture Secured Parties. The financial assets standing to the credit of the Lease Indemnitee's Lease Indenture Trustee's Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Security Agent for the benefit of the Lease Indenture Secured Parties (except for the face amount of any checks which have been credited to the Note Accounts but are subsequently returned unpaid because of uncollected or insufficient funds).
Subordination of Lien. WAIVER OF SET-OFF. In the event that the 1998-C Securitization Trustee has or subsequently obtains a security interest in the Reserve Fund or any security entitlement credited thereto by agreement, operation of law or otherwise, the 1998-C Securitization Trustee hereby agrees that such security interest shall be subordinate to the security interest of the Transferor. The financial assets and other items deposited to the Reserve Fund will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person other than the Transferor provided, however, that notwithstanding anything herein to the contrary, the 1998-C Securitization Trustee shall have a lien senior to that of the Transferor for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not yet cleared or settled. Any such deductions shall not be deemed to refer to deductions for payment of the purchase price in securities transactions not yet settled or cleared.
