Common use of Subordination of Xxxxx Mortgage Clause in Contracts

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Xxxxx under the Throughput Agreement (including Holly’s right to quiet enjoyment under the Throughput Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Agreement), or (ii) subordinate the Xxxxx Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor or ____________________, on the one hand, and Xxxxx, on the other hand, the obligations of Grantor and ____________________, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Xxxxx nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Xxxxx under the Throughput Service Agreement (including Holly’s right to quiet enjoyment under the Throughput Service Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Service Agreement), or (ii) subordinate the Xxxxx Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor or ____________________the HEP Parties, on the one hand, and Xxxxx, on the other hand, the obligations of Grantor and ____________________the HEP Parties, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Xxxxx nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Xxxxx under the Throughput Agreement (including Holly’s right to quiet enjoyment under the Throughput Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Agreement), or (ii) subordinate the Xxxxx Mortgage to any mortgage, deed of trustMortgage, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor or ____________________Grantor, on the one hand, and Xxxxx, on the other hand, the obligations of Grantor and ____________________Grantor, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary Mortgagee of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Xxxxx nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior BeneficiaryMortgagee.

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Xxxxx under the Throughput Agreement (including HollyXxxxx’s right to quiet enjoyment under the Throughput Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Agreement), or (ii) subordinate the Xxxxx Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor or ____________________Operating, on the one hand, and Xxxxx, on the other hand, the obligations of Grantor and ____________________Operating, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Xxxxx nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Xxxxx under the Throughput Pipelines Agreement (including Holly’s Xxxxx's right to quiet enjoyment under the Throughput Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Pipelines Agreement), or (ii) subordinate the Xxxxx Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor HEP or ____________________Operating, on the one hand, and Xxxxx, on the other hand, the obligations of Grantor HEP and ____________________Operating, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor HEP Pipeline by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”"SENIOR BENEFICIARIES"), neither Xxxxx nor Grantor HEP Pipeline (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (ixxxvii) subordinate the rights and interests of Xxxxx under the Throughput Agreement (including HollyXxxxx’s right to quiet enjoyment under the Throughput Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Agreement), or (iixxxviii) subordinate the Xxxxx Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor or ____________________Grantor, on the one hand, and Xxxxx, on the other hand, the obligations of Grantor and ____________________Grantor, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (ixxxix) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (iixl) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Xxxxx nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Xxxxx under the Throughput Pipelines Agreement (including HollyXxxxx’s right to quiet enjoyment under the Throughput Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Pipelines Agreement), or (ii) subordinate the Xxxxx Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or ____________________any other Partnership Entity (as defined in the Pipelines Agreement), on the one hand, and Xxxxx, on the other hand, the obligations of HEP, Operating, Grantor and ____________________any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Xxxxx nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

Subordination of Xxxxx Mortgage. (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Xxxxx under the Xxxxx Mortgage and all of the terms, covenants and provisions of the Xxxxx Mortgage, and all rights, remedies and options of Xxxxx thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Xxxxx Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Xxxxx under the Throughput Pipelines Agreement (including Holly’s right to quiet enjoyment under the Throughput Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Xxxxx under the Throughput Pipelines Agreement), or (ii) subordinate the Xxxxx Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between Grantor or ____________________any other Partnership Entity, on the one hand, and Xxxxx, on the other hand, the obligations of Grantor and ____________________any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms. (b) Notwithstanding anything herein or in the Xxxxx Mortgage to the contrary, Xxxxx hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Xxxxx Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Xxxxx nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Xxxxx Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.