Agreement to Subordinate Liens. The Trustee hereby agrees that the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral are and shall be subordinate in priority to the Liens of the Credit Facility Secured Party in and to the Collateral securing the Credit Facility Indebtedness up to, but not in excess of, $15,000,000 of Indebtedness outstanding under the Credit Agreement and related interest, fees, costs and expenses (the "MAXIMUM AMOUNT"); provided that the rights of the Credit Facility Secured Party under this Agreement shall be void and of no further force and effect if, and only to the extent that, the Liens of the Credit Facility Secured Party in and to the Collateral are avoided, disallowed, set aside or otherwise invalidated in any action or proceeding by a court, tribunal or administrative agency of competent jurisdiction. The subordination of the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral in favor of the Credit Facility Secured Party provided for herein shall not be deemed to (a) subordinate the Liens of the Trustee to the Liens of any other Person; or (b) subordinate the Subordinated Lien Indebtedness to any Indebtedness of the Issuers or any of the Subsidiary Guarantors, including the Credit Facility Indebtedness.
Agreement to Subordinate Liens. The Trustee hereby agrees that the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral are and shall be subordinate in priority to the Liens of the Senior Creditor in and to the Collateral securing the Credit Facility Indebtedness up to, but not in excess of, the Maximum Amount; provided that, the rights of the Senior Creditor under this Agreement shall be void and of no further force and effect if, and only to the extent that, the Liens of the Senior Creditor in and to the Collateral are avoided, disallowed, set aside or otherwise invalidated in any action or proceeding by a court, tribunal or administrative agency of competent jurisdiction. The subordination of the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral in favor of the Senior Creditor provided for herein shall not be deemed to (a) subordinate the Liens of the Trustee to the Liens of any other Person, or (b) subordinate the Subordinated Lien Indebtedness to any Indebtedness of the Issuer or any of the Guarantors, including the Credit Facility Indebtedness.
Agreement to Subordinate Liens. Lender acknowledges that Borrower is currently indebted to Silicon Valley Bank, and that such indebtedness is secured by Lien in favor of Silicon Valley Bank on certain assets of Borrower which constitute Collateral. It is understood and agreed that the lien of Lender in all items of Equipment financed with the proceeds of Equipment Loans will be a first priority, perfected Lien, and that such items of Equipment shall be subject to no other Liens other than Permitted Liens. Lender agrees that its Lien on any other items of Collateral in which Silicon Valley Bank has a Lien to secure indebtedness under it's $1.0 million 90 day bridge facility expiring XX/XX/1998 will be subordinate in priority of perfection to the Lien of Silicon Valley Bank. It is further understood and agreed that the lien of Silicon Valley Bank in all items of Equipment financed with the proceeds of $1.2 million equipment financing will be a first priority, perfected Lien on the items financed by that facility. Borrower will cooperate with Lender in obtaining releases of any Liens of Silicon Valley Bank or third parties against Equipment proposed to be financed with the proceeds of an Equipment Loan.
Agreement to Subordinate Liens. (a) Noteholder Agent and Obligors hereby agree that, to the extent and in the manner set forth in this Section 2.1, all Liens now or hereafter acquired by the New Lenders in any or all of the Collateral shall at all times be prior and superior to any Lien now held or hereafter acquired by Noteholder Agent in the Collateral. Said priority shall be applicable irrespective of the time or order of attachment or perfection of any Lien or the lack or failure of attachment or perfection of any Lien or the time or order of filing of any financing statements, mortgages, deeds of trust or other documents, or any statutes, rules or law, or court decisions to the contrary. In the event that Noteholder Agent or any Noteholder receives any of the Collateral or any payment or distribution with respect thereto prior to the New Lender Repayment, Noteholder Agent or such Noteholder shall hold such Collateral, payment or distribution in trust for the benefit of New Lenders and promptly forward the same to the New Lenders in the form received, appropriately endorsed if necessary. The lien subordination provisions in this Agreement are for the benefit of and shall be enforceable directly by the New Lenders, and the New Lenders shall be deemed to have acquired the New Lender Debt in reliance upon this Agreement.
Agreement to Subordinate Liens. The Second Lien Secured Party hereby acknowledges that it has been granted liens on and security interests in the Collateral pursuant to the Second Lien
Agreement to Subordinate Liens. The Trustee hereby agrees that the Liens of the Trustee for the benefit of itself and the holders of the Notes in the Collateral are and shall be subordinate in priority to the Liens of the Eligible Credit Facility Lender in and to the Collateral securing the Eligible Credit Facility Indebtedness up to and not exceeding the Maximum Amount; provided, that the rights of the Eligible Credit Facility Lender under this Agreement shall be void and of no further force and effect if, and only to the extent, that the Liens of the Eligible Credit Facility Lender in and to the Collateral are avoided, disallowed, set aside, or otherwise invalidated in any action or proceeding by a court, tribunal, or administrative agency of competent jurisdiction. The subordination of the Liens of the Trustee for the benefit of itself and the holders of the Notes in and to the Collateral in favor of the Eligible Credit Facility Lender provided for herein shall not be deemed to (a) subordinate the Liens of the Trustee to the Liens of any other Person, or (b) subordinate the Subordinated Lien Indebtedness to any other indebtedness of Borrower or any of the Guarantors, including the Eligible Credit Facility Indebtedness. Without limiting the generality of the foregoing, Trustee in its capacity as Trustee-Mortgagee under that certain First Preferred Vessel Mortgage, dated as of December 30, 1997, by Fitzgeralds Mississippi, Inc. ("FMI") as Owner-Mortgagor, recorded in the National Vessel Documentation Center at Book 98-23, Page 467 (the "Indenture Vessel Mortgage"), hereby agrees that the lien of the Indenture Vessel Mortgage is and shall be subordinate to the lien of the First Preferred Vessel Mortgage, dated as of October 29, 1998, by FMI, as Owner and Mortgagor, in favor of Foothill Capital Corporation, a California corporation, as Mortgagee, with respect to the vessel "Fitzgeralds Tunica", U.S.G.C. Official #262757 and securing a Maximum Principal Amount of $15,000,000.
Agreement to Subordinate Liens. The Trustee hereby agrees that the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral are and shall be subordinate in priority to the Liens of the Administrative Agent in and to the Collateral securing the Credit Facility Indebtedness up to, but not in excess of the sum of (i) $40,000,000 (or such greater amount which, at the time of incurrence, is permitted to be incurred under the Credit Facility pursuant to Section 4.11 of the Indenture and to the extent that the Liens securing such Indebtedness are permitted under clause (m) of the definition of "Permitted Indebtedness") in principal amount of Indebtedness outstanding under the Credit Facility Loan Documents (other than any Cash Management Obligations), all related interest, fees, costs, indemnities and expenses, and all obligations under any Interest Rate Protection Agreements, and (ii) $2,000,000 of Cash Management Obligations (the "MAXIMUM AMOUNT"); PROVIDED that the principal amount of Indebtedness in clause (i) above shall be reduced in an amount equal to the amount, if any, that the principal amount of Indebtedness under the Credit Facility is reduced in accordance with Section 4.11(b) of the Indenture following Asset Sales (as defined in the Indenture). The subordination of the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral in favor of the Administrative Agent provided for herein shall not be deemed to (a) subordinate the Liens of the Trustee to the Liens of any other Person; or (b) subordinate the Subordinated Lien Indebtedness to any Indebtedness of the Company or any of the Guarantors, including the Credit Facility Indebtedness.
Agreement to Subordinate Liens. The Trustee hereby agrees that the Liens of the Trustee for the benefit of itself and the Holders in and to the Collateral are and shall be subordinate in priority to the Liens of the Credit Facility Secured Party in and to the Collateral securing the Credit Facility Indebtedness up to, but not in excess of the Maximum Amount (as such term is defined below) of the Credit Facility Indebtedness; provided that the rights of the Credit Facility Secured Party under this Agreement shall be void and of no
Agreement to Subordinate Liens. The Senior Collateral Trustee, for itself, the Senior Agent, the Senior Lenders and their respective successors and assigns, hereby acknowledge that the Second Lien Administrative Agent has been granted liens on and security interests in the Collateral pursuant to the Second Lien
Agreement to Subordinate Liens. Borrower, Parent, each Junior Creditor, Kabaker and each Senior Creditor, in each case for itself and itx xxxxxssors and assigns, acknowledges, covenants and agrees that, to the extent and in the manner set forth in this Section 2.2:
