Priorities Regarding Collateral. The Junior Creditor covenants and agrees that it will not take or hold any liens or security interests on any property of Borrower. If for any reason, however, the Junior Creditor does obtain a lien or security interest in the Collateral, any and every lien and security interest in the Collateral in favor of or held for the benefit of the Senior Creditor has and shall have priority over any lien or security interest that Junior Creditor has or might have or acquire in the Collateral notwithstanding any statement or provision contained in the Junior Documents or otherwise to the contrary and irrespective of the time or order of filing or recording of financing statements, deeds of trust, mortgages or other notices of security interests, liens or assignments granted pursuant thereto, and irrespective of anything contained in any filing or agreement to which any party hereto or its respective successors and assigns may now or hereafter be a party, and irrespective of the ordinary rules for determining priorities under the Uniform Commercial Code or under any other law governing the relative priorities of secured creditors.
Priorities Regarding Collateral. Any and every lien and security interest in the Collateral in favor of or held for the benefit of Senior Creditor has and shall have priority over any lien or security interest that Subordinate Creditor now has or may hereafter acquire in the Collateral notwithstanding any statement or provision contained in the Subordinate Loan Documents or otherwise to the contrary and irrespective of the time or order of filing or recording of financing statements, deeds of trust, mortgages or other notices of security interests, liens or assignments granted pursuant thereto, and irrespective of anything contained in any filing or agreement to which any part hereto or its respective successors and assigns may now or hereafter be a party, and irrespective of the ordinary rules for determining priorities under the UCC or under any other law governing the relative priorities of secured creditors. In furtherance of this Agreement, Subordinate Creditor hereby agrees to execute, acknowledge and deliver to Senior Creditor such additional documents or instruments as may be requested by Senior Creditor to confirm, evidence, or evidence of record, the terms and conditions of this Agreement. At any time during which all or any part of the Senior Debt remains outstanding, and whether or not the same is then due and payable, the Proceeds of any sale, disposition or other realization by Senior Creditor or other party hereto (or any agent therefor) upon all or any part of the Collateral shall be applied in the following order of priorities irrespective of the application of any rule of law or the defect or impairment of any Senior Loan Document, Subordinate Loan Document or security interest, lien or assignment thereunder: first, to the payment of interest and all costs and expenses of Senior Creditor (including, without limitation, the reasonable fees and expenses of legal counsel and other agents) incurred in connection with the collection of such Proceeds or the protection of the rights and interests of Senior Creditor therein; second, to the payment in full in cash of all Senior Debt in such order as Senior Creditor shall determine in its sole discretion; third, to the payment of all interest and costs and expenses of Subordinate Creditor (including, without limitation, the reasonable fees and expenses of legal counsel and other agents) incurred in connection with the collection of such Proceeds or the protection of the rights and interests of Subordinate Creditor therein; fourth,...
Priorities Regarding Collateral. (a) Notwithstanding any statement or provision to the contrary contained in any Loan Document or any Infogrames Bridge Loan Document, any failure to file or record any financing statement or any continuations thereof under the Code or other law of any applicable jurisdiction with respect to the Collateral, and irrespective of the time, place, order or method of attachment or perfection of any Lien granted to the Administrative Agent, for the ratable benefit of the Lenders and the Administrative Agent, under this Pledge Agreement or any other Loan Document or any Lien granted to Infogrames U.S. under this Pledge Agreement or any other Infogrames Bridge Loan Document, or the time or order of filing or recording of financing statements or other notices of Liens granted pursuant hereto or thereto, and irrespective of anything contained in any filing or agreement to which the Borrower, any other Pledgor, the Administrative Agent, the Lenders or Infogrames U.S. may now or hereafter be a party, and irrespective of the ordinary rules of priority under the Code or under any other law governing the relative priorities of secured creditors, any Lien in the Collateral granted by the Borrower or any other Pledgor to the Administrative Agent, for the ratable benefit of the Lenders and the Administrative Agent, pursuant to this Pledge Agreement or any other Loan Document shall at all times (whether before, after or during the pendency of any bankruptcy, reorganization or other insolvency proceedings) have priority over and be senior to any Lien in the Collateral granted by the Borrower or any other Pledgor to Infogrames U.S. pursuant to this Pledge Agreement or any other Infogrames Bridge Loan Document.
Priorities Regarding Collateral. (i) Notwithstanding (a) the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Debt granted on the Collateral or of any Liens securing the Senior Indebtedness granted on the Collateral, or any failure of any Senior Agent to adequately perfect any Liens on the Collateral, and notwithstanding any provision of the UCC, or any applicable Law, (b) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Junior Creditor in any Collateral, (c) the date or dates on which any Junior Debt or any Senior Indebtedness are advanced or made available to any Credit Party, (d) the fact that any such Liens in favor of any Junior Creditor securing any of the Junior Debt are subordinated to any Lien securing any obligation of any Credit Party other than the Senior Indebtedness or otherwise subordinated, (e) the fact that any such Liens in favor of any Senior Agent or any Senior Creditor securing any of the Senior Indebtedness are subordinated to any Lien securing any obligation of any Credit Party or otherwise subordinated, (f) the avoidance, invalidation, unenforceability or lapse of any Lien on the Collateral securing any Senior Indebtedness, or (g) any other circumstances of any kind or nature whatsoever, the Junior Creditor and the Senior Agent, on behalf of itself and each applicable Senior Creditor, hereby agrees that: (A) any Lien in respect of all or any portion of the Collateral held by or on behalf of any Junior Creditor, regardless of how acquired, that secures all or any portion of the Junior Debt, shall in all respects be junior and subordinate to the Liens in favor of any Senior Agent and any Senior Creditor in all or such portion of the Collateral securing all or any portion of the Senior Indebtedness in an amount up to the Senior Debt Cap, unless and until the Senior Indebtedness has been Paid-in-Full, (B) any Lien in respect of all or any portion of the Collateral held by or on behalf of any Senior Agent or any Senior Creditor, regardless of how acquired, that secures all or any portion of the Senior Indebtedness in an amount up to the Senior Debt Cap shall in all respects be senior and prior to any Liens in favor of any Junior Creditor in all or such portion of the Collateral securing all or any portion of the Junior Debt, unless and until Senior Indebtedness has been Paid-in-Full, and (C) any Lien in respect of all or any portion of the Collateral held ...
Priorities Regarding Collateral. Any and every lien and security interest in the Collateral in favor of or held for the benefit of Agent or any Senior Creditor has and shall have priority over any lien or security interest that Subordinate Creditor now has or may hereafter acquire in the Collateral notwithstanding any statement or provision contained in the Subordinate Loan Documents or otherwise to the contrary and irrespective of the time or order of filing or recording of financing statements, deeds of trust, mortgages or other notices of security interests, liens or assignments granted pursuant thereto, and irrespective of anything contained in any filing or agreement to which any party hereto or its respective successors and assigns may now or hereafter be a party, and irrespective of the ordinary rules for determining priorities under the Uniform Commercial Code or under any other law governing the relative priorities of secured creditors. Subordinate Creditor has no Collateral, and shall not seek or take from any Loan Party Collateral for the Subordinate Debt.
Priorities Regarding Collateral. The Subordinated Debt is unsecured ------------------------------- and shall not be secured, by any lien on or security interest in any assets or properties of Debtor, or otherwise, in any way during the term of this Agreement. Without affecting Subordinated Lender's obligations set forth in this Agreement not to obtain any lien or security interest, any and every lien and security interest in the Senior Lender Collateral in favor of or held for the benefit of the Senior Lenders has and shall have priority over any lien or security interest that Subordinated Lender might have or acquire in the Senior Lender Collateral notwithstanding any statement or provision contained in the Subordinated Loan Documents or otherwise to the contrary and irrespective of the time or order of filing or recording of financing statements, deeds of trust, mortgages or other notices of security interests, liens or assignments granted pursuant thereto, and irrespective of anything contained in any filing or agreement to which any party hereto or its respective successors and assigns may now or hereafter be a party, and irrespective of the ordinary rules for determining priorities under the Uniform Commercial Code or under any other law governing the relative priorities of secured creditors.
Priorities Regarding Collateral. Notwithstanding any term or provision to the contrary contained in any Collateral Document or any Senior Security Agreement respecting any of the foregoing, and notwithstanding the time, order or method of attachment or perfection of any security interest, lien or encumbrance granted thereby or the time or order of filing or recording of financing statements or other liens, pledges or security interests, and notwithstanding anything contained in any filing or agreement to which any Secured Party may now or hereafter be a party, the Indenture Trustee hereby agrees that all liens and security interests of the Indenture Trustee, whether now or hereafter arising and howsoever existing, in any of the Collateral and the Proceeds thereof shall be and hereby are subordinated to the liens and security interests of each Senior Secured Party in the Collateral and Proceeds thereof as collateral security for any of the Senior Indebtedness. All amounts in respect of the Collateral or Proceeds thereof, all amounts in respect of such Collateral and any Proceeds thereof received by any Secured Party (net of collection costs and expenses) shall be distributed to all Senior Secured Parties in satisfaction of the Senior Indebtedness before any such amounts may be distributed to the Indenture Trustee for satisfaction of the Junior Indebtedness. The priority of interest of one Senior Secured Party as against another Senior Secured Party shall be as established by other law or agreement without regard to this Agreement.
Priorities Regarding Collateral. Notwithstanding anything to the contrary contained in or arising from any note, agreement, instrument or document now or hereafter executed and delivered by Senior Lenders, Subordinated Lender, Borrower, Guarantor or any of the Personal Guarantors in connection with the Senior Loan or the Subordinated Loan, including without limitation the terms and conditions of any promissory note, security agreement, guaranty agreement or mortgage executed and delivered by Borrower, Guarantor or any of the Personal Guarantors to the Senior Lenders or Subordinated Lender, or any instrument or document executed and delivered in connection therewith, or otherwise, any prior perfection of a security interest, mortgage, deed of trust, lien, or the provisions of the Uniform Commercial Code, or other law of any jurisdiction which is applicable, or the existence of any present or future filing of financing statements under the Uniform Commercial Code, or other law of any jurisdiction which is applicable, or other filings or recordings under any other law of any jurisdiction which is applicable or in which such filing or recording has been made:
