Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 2 contracts
Sources: Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/), First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention UCC or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Third Priority Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens and Second Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Third Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention UCC or any applicable law or any First Priority Document, Second Priority Document or Junior Third Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in than the case of the Second Priority Obligations, the First Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party and no Third Priority Secured Party shall take, or cause to be taken, any action the otherpurpose of which is to make any Second Priority Lien or Third Priority Lien pari passu with or senior to the First Priority Lien, and no Third Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Third Priority Lien pari passu with or senior to the Second Priority Lien. It is understood that nothing in this clause (c) is intended to prohibit any Second Priority Secured Party or Third Priority Secured Party from exercising any rights expressly granted to it under this Agreement.
(d) Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority such Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 2 contracts
Sources: Intercreditor Agreement, Intercreditor Agreement (Tower Automotive, LLC)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Second Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any Subject to the order of application of proceeds in Section 4.1, any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, Parties or the Second Priority Secured Parties or (but, for the Junior Priority Secured Partiesavoidance of doubt, subject to the order of application of proceeds set forth in Section 4.1, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.)
Subordination of Liens. Subject in all cases to the provisions of Sections 2.4, 2.5 and 2.6, GM, with respect to the Second Lien Obligations, agrees to, and shall be bound by, the following terms and conditions:
(a) Any and all Liens on the Loan Agreement Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party GM securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens on the Loan Agreement Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties any Loan Agreement Creditor securing the First Priority Loan Agreement Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party GM may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Loan Agreement Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party Loan Agreement Creditor securing any of the First Priority Loan Agreement Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party GM shall not object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including including, without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in Lien on the Common Loan Agreement Collateral granted to the otherany Loan Agreement Creditor. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party Loan Agreement Creditor to perfect its security interests in Lien on the Common Loan Agreement Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Lien on the Common Loan Agreement Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesLoan Agreement Creditor, the priority and rights as among between the First Priority Secured PartiesLoan Agreement Creditors, on the Second Priority Secured Parties one hand, and GM, on the Junior Priority Secured Parties other hand, with respect to the Common Loan Agreement Collateral shall be as set forth herein.
(c) Subject to Section 3.1(c), GM shall not, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case with respect to any of the Loan Agreement Collateral, including, without limitation, with respect to the determination of any Liens or claims held by any Loan Agreement Creditor or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided, however, that GM may file a proof of claim in any Insolvency Proceeding, subject to and consistent with the limitations contained in this Agreement.
(d) If any Credit Party becomes subject to any Insolvency Proceeding, and if the Agent or the Loan Agreement Creditors desire to consent (or not object) to the use of Cash Collateral under the Bankruptcy Code or other Bankruptcy Law or to provide financing to any Credit Party under the Bankruptcy Code or other Bankruptcy Law or to consent (or not object) to the provision of such financing to any Credit Party by any third party (any such financing by the Loan Agreement Creditors or any third parties, a “DIP Financing”), then GM agrees that GM (i) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such Cash Collateral or to such DIP Financing, (ii) will not request or accept any form of adequate protection or any other relief in connection with the use of such Cash Collateral or such DIP Financing except as set forth in paragraph 2.1(f) below and (iii) will subordinate (and will be deemed hereunder to have subordinated) its Liens on the Second Lien Collateral (x) to the Liens securing such DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (y) to any replacement Liens provided as adequate protection to the Loan Agreement Creditors and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Agent or the Loan Agreement Creditors, in the case of each of clauses (x) and (y), with such subordination to be on the same terms and conditions as the Liens on the Loan Agreement Collateral are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement); provided that the Agent, for itself and on behalf of each Loan Agreement Creditor, agrees that no DIP Financing, or court order providing therefore, will provide for a “roll up” or a conversion of pre-petition Loan Agreement Obligations into post-petition obligations entitled to the same priority as the DIP Financing. Any DIP Financing provided by the Loan Agreement Creditors shall be in an amount that is not excessive in relation to the reasonable anticipated needs of the Credit Parties and their subsidiaries during the pendency of the relevant Insolvency Proceeding. Any Qualifying DIP Financing provided during the Interim DIP Period shall not exceed the amount “necessary to avoid immediate and irreparable harm” to the estates of the Credit Parties (within the meaning of the Federal Rule of Bankruptcy Procedure 4001). Notwithstanding clause (i) above, GM may object to the amount of any Qualifying DIP Financing proposed to be provided during the Interim DIP Period on the basis that it exceeds the amount permitted by the immediately preceding sentence.
(e) GM will not seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in derogation thereof, in each case with respect to any Loan Agreement Collateral, without the prior written consent of the Agent.
(f) GM shall not object to or contest, or support in any manner any other Person objecting to or contesting, (i) any request by any Loan Agreement Creditor seeking adequate protection of such party’s interests in the Loan Agreement Collateral, or the provision of any adequate protection of such interests to any such party, (ii) any objection by a Loan Agreement Creditor to any motion, relief, action or proceeding based on a claim of a lack of adequate protection with respect to such party’s interests in the Loan Agreement Collateral or (iii) the payment of interest (including Post-Petition Interest), fees, expenses, costs, charges or other amounts to any Loan Agreement Creditor with respect to the Loan Agreement Collateral. Notwithstanding anything contained in this Section 2.1(f) (but subject to all other provisions of this Agreement, including, without limitation, Section 2.1(i) below), in any Insolvency Proceeding, (i) if any of the Loan Agreement Creditors is granted a replacement Lien on assets of any Credit Party as adequate protection of its interests in the Loan Agreement Collateral, whether in connection with any DIP Financing or use of Cash Collateral or otherwise, then in connection with any such DIP Financing or use of Cash Collateral GM may seek or accept adequate protection consisting solely of (x) a replacement Lien on the same assets of such Credit Party as adequate protection with respect to its interests in the Loan Agreement Collateral subordinated to the Liens securing such DIP Financing and the replacement Liens granted to such Loan Agreement Creditor (and such subordination will not alter in any manner the terms of this Agreement) and (y) superpriority claims junior in all respects to the superpriority claims granted to the Loan Agreement Creditors. Any adequate protection provided to GM with respect to GM’s interests in the Loan Agreement Collateral that constitutes a Lien shall be junior in priority, operation and effect to any such Lien provided to the Loan Agreement Creditors, as applicable, as adequate protection of its interests in the Loan Agreement Collateral and, in accordance with Section 2.1(a) above, to the extent such Lien is on the Loan Agreement Collateral, it shall be junior in priority, operation and effect to any and all Liens on the Loan Agreement Collateral in favor of any Loan Agreement Creditor securing the Loan Agreement Obligations. In the event GM is granted or accepts adequate protection of its interests in the Loan Agreement Collateral in accordance with this Section 2.1(f), then GM agrees that the Loan Agreement Creditors shall also be granted (or deemed to be granted for all purposes under this Agreement, including Section 2.1(h) below) adequate protection of the same kind (and, if such adequate protection is in the form of a Lien, granted on the same assets) as the adequate protection granted to GM and which is senior in priority, operation and effect to the adequate protection granted to GM. Any payments or other distributions received by GM as, or on account of, adequate protection of its respective interests in the Loan Agreement Collateral (including payments or distributions made to such party on account of Liens granted to such party as adequate protection of its interests in the Loan Agreement Collateral) shall be subject to turnover to the Loan Agreement Creditors pursuant to Section 2.1(h) below. GM agrees that, except as expressly set forth in this Section 2.1(f), it shall not seek or accept adequate protection with respect to its interests in the Loan Agreement Collateral without the prior written consent of the Agent.
(g) If any Loan Agreement Creditor is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to a debtor in possession, trustee, receiver or similar Person, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount received by such party constituting a Loan Agreement Obligation (a “Senior Recovery”), whether received from or on behalf of a Credit Party as proceeds of the Loan Agreement Collateral, Second Lien Collateral or other security, as a result of enforcement of any right of set-off in respect of Loan Agreement Obligations or otherwise, then the Loan Agreement Obligations shall be reinstated to the extent of such Senior Recovery and shall be deemed to be outstanding as if such payment had not occurred and the Loan Agreement Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Senior Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. GM agrees that in its capacity as the holder of the Second Lien Obligations or a secured creditor holding Liens to secure the Second Lien Obligations, it shall not be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefits of such avoidance action otherwise allocable to GM in its capacity as the holder of the Second Lien Obligations or a secured creditor holding Liens to secure the Second Lien Obligations shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.
(h) GM acknowledges and agrees that (i) the grants of Liens pursuant to the Loan Agreement Documents and the Second Lien Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, the different rights in the Common Collateral of GM, on the one hand, and the Loan Agreement Creditors, on the other hand, the Second Lien Obligations are fundamentally different from the Loan Agreement Obligations and must be separately classified in any plan of reorganization proposed or adopted in any Insolvency Proceeding. GM hereby acknowledges and agrees that, regardless of whether the claims with respect to the Loan Agreement Collateral of the Loan Agreement Creditors, on the one hand, and GM, on the other hand, are deemed by any court or any third party to constitute a single secured claim (rather than separate senior and junior secured claims), whether in a plan of reorganization or otherwise, all distributions received by GM(whether pursuant to a plan of reorganization or otherwise and including, without limitation, distributions made to such party as or on account of adequate protection of such party’s interests in the Loan Agreement Collateral) shall be reallocated to reflect the relative priority of the parties’ Liens on and rights with respect to the Loan Agreement Collateral as provided in this Agreement (with the effect being that, to the extent that the aggregate value of the Loan Agreement Collateral is sufficient (ignoring all claims held by GM in its capacity as the holder of the Second Lien Obligations or a secured creditor holding Liens to secure the Second Lien Obligations), the Loan Agreement Creditors shall be entitled to receive, in addition to amounts distributed to them with respect to principal, pre-petition interest and other claims, all amounts owing on account of Post-Petition Interest (regardless of whether such charges have been allowed in such Insolvency Proceeding) with respect to the Loan Agreement Collateral before any distribution is made on account of the claims held by GM with respect to the Loan Agreement Collateral, with GM hereby acknowledging and agreeing to hold in trust for the benefit of, and turn over to, the Loan Agreement Creditors all amounts otherwise received or receivable by it (whether under a plan of reorganization or otherwise) with respect to its respective interests in the Loan Agreement Collateral, as and when received, to the extent necessary to effectuate the intent of this Section 2.1(h), even if such turnover has the effect of reducing the claim or recovery of GM). The provisions of this Section 2.1(h) shall be enforceable by the Agent and the Loan Agreement Creditors against GM at any time prior to the occurrence of the Loan Agreement Obligations Payment Date.
(i) GM shall not oppose or seek to challenge any claim by any Loan Agreement Creditor for allowance or payment in any Insolvency Proceeding of Post-Petition Interest with respect to any Loan Agreement Obligation on account of the Loan Agreement Collateral.
(j) This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of any Insolvency Proceeding and any Secured Party will have the right to interpose this Agreement to the extent any other Secured Party seeks relief in any Insolvency Proceeding in violation of, or that if granted, would violate any terms of this Agreement.
(k) If, prior to the Loan Agreement Obligations Payment Date, in any Insolvency Proceeding, a plan of reorganization or otherwise of any Credit Party provides for the distribution of Post-Petition Securities secured by Liens on the Loan Agreement Collateral to Loan Agreement Creditors on account of the Loan Agreement Obligations and GM on account of the Second Lien Obligations, then, upon the effective date of such plan of reorganization, the Liens granted to GM in respect of such Post-Petition Securities shall be junior and subordinate to the Liens securing the Post-Petition Securities received on account of the Loan Agreement Obligations to the same extent as the Liens on Loan Agreement Collateral securing Second Lien Obligations are junior and subordinate to Liens on Loan Agreement Collateral securing Loan Agreement Obligations as provided in this Agreement, and shall in all respects be subject to the terms of this Agreement.
(l) Prior to the Loan Agreement Obligations Payment Date, any Loan Agreement Collateral or Proceeds thereof received in connection with any sale, transfer or disposition of, or collection on, such Loan Agreement Collateral upon the enforcement or exercise of any right or remedy (including any right of setoff), shall be applied to the Loan Agreement
Appears in 1 contract
Sources: Intercreditor Agreement (American Axle & Manufacturing Holdings Inc)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Lien Secured Party securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Lien Secured Parties securing any of the First Priority Lien Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Lien Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Lien Secured Party securing any of the such First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Floor Plan First Lien Credit Agreement (B. Riley Principal Merger Corp.)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing No Credit Agreement Lender or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority (as set forth in Section 2.1) or enforceability of any security interest Lien in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Second Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or cause to be taken, any action the otherpurpose of which is to make any Second Priority Lien, as applicable, pari passu with or senior to the First Priority Lien. It is understood that nothing in this Section 2.1(b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement.
(c) Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect any or all of its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in the Common Collateral granted to the First Priority such Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Intercreditor and Collateral Cooperation Agreement (J C Penney Co Inc)
Subordination of Liens. (a) Any and all Liens now existing Notwithstanding the date, manner or hereafter created order of grant, attachment or arising in favor perfection of any First Priority Lien, any Second Priority Secured Party securing Lien or any Third Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any Security Document or any other Document or any other circumstance whatsoever, (a) each of the Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Agent, for itself and on behalf of the other Third Lien Secured Parties, hereby agrees, as applicable, that, so long as the Discharge of the First Lien Obligations has not occurred, (i) any First Priority ObligationsLien now or hereafter held by or for the benefit of any First Lien Secured Party, regardless of how acquiredshall be senior in right, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation operation, effect and effect all other respects to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a partyLiens and Third Priority Liens, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision Second Priority Lien now or hereafter held by or for the benefit of any Second Lien Secured Party, or any Third Priority Lien now or hereafter held by or for the benefit of any Third Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens and (b) the Third Lien Agent, for itself and on behalf of the Uniform Commercial Codeother Third Lien Secured Parties, hereby agrees that, so long as the Discharge of the Second Lien Obligations has not occurred, (i) any Second Priority Lien now or hereafter held by or for the benefit of any Second Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Third Priority Liens, and (ii) any Third Priority Lien now or hereafter held by or for the benefit of any Third Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens and Second Priority Liens. So long as the Discharge of the First Lien Obligations has not occurred, the Federal Aviation ActFirst Priority Liens shall be and remain senior in right, the Cape Town Convention priority, operation, effect and all other respects to any Second Priority Liens or any applicable law Third Priority Liens for all purposes, whether or not any First Priority Document or Second Priority Document, the time of registration of International Interests Liens are subordinated in the International Registry with any respect to any Common Collateralother Lien securing any other obligation of Parent, Company, any other Credit Party or any other circumstance whatsoever and (iii) Person. So long as the fact that any such Liens in favor of any First Priority Secured Party securing any Discharge of the First Second Lien Obligations has not occurred, the Second Priority Obligations are (x) subordinated Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Third Priority Liens for all purposes, whether or not any Second Priority Liens are subordinated in any respect to any other Lien securing any other obligation of Parent, Company, any Loan other Credit Party or any other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsedPerson.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Lien Secured Party, Second Priority Lien Secured Party or Junior Priority Third Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in Lien on the Common Collateral granted to the otherother that is not prohibited by the Documents. Notwithstanding any failure by any First Priority Lien Secured Party, Second Priority Lien Secured Party or Junior Priority Third Lien Secured Party to perfect its security interests in Liens on the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Liens on the Common Collateral granted to the First Priority Lien Secured Parties, the Second Priority Lien Secured Parties or the Junior Priority Third Lien Secured Parties, the priority and rights as among the First Priority Lien Secured Parties, the Second Priority Lien Secured Parties and the Junior Priority Third Lien Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Intercreditor and Subordination Agreement (USA Synthetic Fuel Corp)
Subordination of Liens. (ai) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the First Lien Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Senior Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Lien Senior Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any First Lien Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Lien Senior Priority Document or First Lien Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Senior Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Lien Senior Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, than the First Lien Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
. (cb) No First Priority Secured Party, Second Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Lien Senior Priority Secured Parties or the First Lien Junior Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Lien Senior Priority Secured Parties and the First Lien Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or cause to be taken, any action the otherpurpose of which is to make any Second Priority Lien pari passu with or senior to the First Priority Lien. It is understood that nothing in this clause (b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement.
(c) Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority such Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common ABL Priority Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or cause to be taken, any action the otherpurpose of which is to make any Second Priority Lien, as applicable, pari passu with or senior to the First Priority Lien. It is understood that nothing in this Section 2.1(b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement.
(c) Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect any or all of its security interests in the Common ABL Priority Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in the Common ABL Priority Collateral granted to the First Priority such Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common ABL Priority Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Intercreditor and Collateral Cooperation Agreement (J C Penney Co Inc)
Subordination of Liens. Until the First Priority Obligations Payment Date:
(a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention UCC or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party, provided that nothing in this Section 2.01(b) shall be construed to prevent or limit any party hereto from instituting any such suit or other proceeding to enforce the otherterms of this Agreement. No Second Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Second Priority Lien pari passu with or senior to the First Priority Lien.
(c) Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority such Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
(d) Nothing in this Agreement shall affect the right of any Secured Party to receive payments of interest, principal and other required amounts in respect of their respective Secured Obligations unless the payment or receipt thereof is expressly prohibited by this Agreement or any of the Finance Documents.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (Roundy's, Inc.)
Subordination of Liens. (a) Any and all Liens on assets of any Loan Party now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on assets of any Loan Party now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any The First Priority Representative, on behalf of itself and the other First Priority Secured Parties, acknowledges and agrees that the Second Priority Representative on behalf of itself and the other Second Priority Secured Parties, has been granted Liens upon all of the Common Collateral, and the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, hereby consents thereto. The subordination of Liens now existing or hereafter created or arising on assets of any Loan Party by the Second Priority Representative in favor of the First Priority Representative shall not be deemed to subordinate such Liens of the Second Priority Representative (or any Junior Second Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect Party) to any and all Liens now existing or hereafter created or arising in favor other than (x) the Liens of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (iy) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings Liens that are permitted under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated Documents to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted be senior to the First Priority Secured PartiesLiens, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect (z) Liens permitted pursuant to the Common Collateral shall be as set forth hereinSection 5 hereof.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Third Priority Secured Party securing the Second Third Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Second Priority Secured Parties securing the First Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Second Priority Document or Second Third Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in than the case of the Second Priority Obligations, the First Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(cb) No First Priority Secured Party, Second Priority Secured Party or Junior Third Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority (as set forth herein) or enforceability of any security interest in the Common Collateral granted to the otherSecond Priority Secured Parties; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Second Priority Representative or the Second Priority Secured Parties to enforce this Agreement, including the priority of the Liens as provided in this Agreement. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, between the Second Priority Secured Parties and the Junior Third Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Intercreditor Agreement (Commercial Vehicle Group, Inc.)
Subordination of Liens. (a) Any Subject to Section 2.01(c), any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Note Party securing the Second Priority Note Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of any of the First Priority Secured Lender Parties securing the First Priority Lender Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Note Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention UCC or any applicable law or any First Priority Loan Agreement Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, New Indenture Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Lender Party securing any of the First Priority Lender Obligations are (x) subordinated to any Lien securing any obligation of any Loan Obligor Party other than the Second Priority Note Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Lender Party or Junior Priority Secured Note Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding .
(c) If and to the extent that any failure Lender Obligation is avoided or subordinated to the Note Obligations or to unsecured creditors generally (and the Note Obligations are not similarly subordinated) by any First Priority Secured Partyreason of Lender Misconduct, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction rights and obligations under this Agreement of the security interests in Collateral Agent and the Common Collateral granted to the First Priority Secured Lender Parties, on the Second Priority Secured Parties or one hand, and the Junior Priority Secured Trustee and the Note Parties, on the priority and rights as among the First Priority Secured Partiesother hand, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral such Lender Obligation shall no longer be as set forth hereinapplicable.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Third Priority Secured Party securing the Junior Third Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Third Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document, Second Priority Document or Junior Third Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Security Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in than the case of the Second Priority Obligations, the First Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Third Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the any other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Third Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Third Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Third Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Intercreditor Agreement (Libbey Inc)
Subordination of Liens. (ai) Any and all Liens now existing or hereafter created or arising in favor of any the Second Priority Secured Party Parties securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations (other than the Excess First Priority Obligations),
(ii) Any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the Excess First Priority Obligations, are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the Second Priority Secured Parties securing the Second Priority Obligations (other than the Excess Second Priority Obligations), and
(iii) Any and all Liens now existing or hereafter created or arising in favor of the Second Priority Secured Parties securing the Excess Second Priority Obligations, are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the Excess First Priority Obligations, in each case, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and notwithstanding (iA) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (iiB) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and whatsoever, (iiiC) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iiiD) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, than the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Subordination of Liens. During the First Lien Obligation Period:
(a) Any any and all Liens now existing or hereafter created or arising in favor of any Second Priority Lien Secured Party securing the Second Priority Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Lien Secured Parties securing the First Priority Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Lien Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Lien Secured Party securing any of the First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.; and
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the no First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted pursuant to the otherany Collateral Document. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its any security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Lien Secured Parties and the Junior Priority Second Lien Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens in or on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any other applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the No Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including including, without limitation, any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in Lien on the Common First Priority Collateral granted to the otherany First Priority Secured Party. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in Lien on the Common First Priority Collateral granted to such First Priority Secured Party or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Lien on the Common First Priority Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, on the one hand, and the Second Priority Secured Parties and Parties, on the Junior Priority Secured Parties other hand, with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Intercreditor Agreement (Ami Celebrity Publications, LLC)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including including, without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, Parties or the Second Priority Secured Parties or the Junior Priority Secured Partiesparties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
(c) Each Secured Party shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Common Collateral in which such Secured Party has been granted a Lien. The provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Secured Parties and shall not impose on any Secured Party any obligations in respect of the disposition of proceeds of any Common Collateral that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law. Each Secured Party agrees that it will not institute or join in any contest of the validity, perfection, priority or enforceability of the Liens of any other Secured Party in the Common Collateral.
Appears in 1 contract
Sources: Intercreditor Agreement (Lions Gate Entertainment Corp /Cn/)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, Parties or the Second Priority Secured Parties or the Junior Priority Secured Partiesparties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
(c) This Agreement is intended to implement the subordination of any and all Liens in the Common Collateral securing the Second Priority Obligations to any and all Liens in the Common Collateral securing the First Priority Obligations and is not intended to create a subordination in right of payment of any Second Priority Obligations to any First Priority Obligations.
Appears in 1 contract
Sources: Intercreditor Agreement (Dura Automotive Systems Inc)
Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Third Priority Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens and Second Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Third Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document, Second Priority Document or Junior Third Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than, in than the case of the Second Priority Obligations, the First Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party and no Third Priority Secured Party shall take, or cause to be taken, any action the otherpurpose of which is to make any (i) Second Priority Lien or Third Priority Lien pari passu with or senior to the First Priority Lien or (ii) Third Priority Lien pari passu with or senior to the Second Priority Lien. It is understood that nothing in this Section 2.1(c) is intended to prohibit any Second Priority Secured Party or Third Priority Secured Party from exercising any rights expressly granted to it under this Agreement.
(d) Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect any or all of its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in the Common Collateral granted to the First Priority such Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing Counterparty in the Second Priority ObligationsCredit Agreement Primary Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise are expressly junior in priority, operation operation, and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Credit Agreement Secured Parties securing in the First Priority ObligationsCredit Agreement Primary Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party Counterparty may now or hereafter be a party, and regardless of the time, order order, or method of grant, attachment, recording recording, or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention UCC or any applicable law or any First Priority Credit Agreement Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Secured Counterparty Document or any other circumstance whatsoever whatsoever, and (iii) the fact that any such Liens in favor of any First Priority Credit Agreement Secured Party securing any of the First Priority Obligations are (xA) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Secured Counterparty Obligations or (yB) otherwise subordinated, voided, avoided, invalidated invalidated, or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Credit Agreement Secured Party securing in the Junior Priority ObligationsSecured Counterparty Primary Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise are expressly junior in priority, operation operation, and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing Counterparties in the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority ObligationsCounterparty Primary Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Credit Agreement Secured Party may now or hereafter be a party, and regardless of the time, order order, or method of grant, attachment, recording recording, or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention UCC or any applicable law or any First Priority Document, Second Priority Credit Agreement Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Secured Counterparty Document or any other circumstance whatsoever whatsoever, and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations Counterparty are (xA) subordinated to any Lien securing any obligation of any Loan Party other than, in than the case of the Second Priority Obligations, the First Priority Credit Agreement Obligations or (yB) otherwise subordinated, voided, avoided, invalidated invalidated, or lapsed.
(c) No First Priority Any and all Liens now existing or hereafter created or arising in favor of any Secured Counterparty (the “Secondary Secured Counterparty”) in the Secured Counterparty Primary Collateral of another Secured Counterparty (the “Primary Secured Counterparty”), regardless of how acquired, whether by grant, statute, operation of law, subrogation, or otherwise are expressly junior in priority, operation, and effect to any and all Liens now existing or hereafter created or arising in favor of such Primary Secured Counterparty in the Secured Counterparty Primary Collateral of such Primary Secured Counterparty, notwithstanding (i) anything to the contrary contained in any agreement or filing to which such Secondary Secured Counterparty may now or hereafter be a party, and regardless of the time, order, or method of grant, attachment, recording, or perfection of any financing statements or other Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any Secured Counterparty Document or any other circumstance whatsoever, and (iii) the fact that any such Liens in favor of such Primary Secured Counterparty are (A) subordinated to any Lien securing any obligation of any Loan Party other than such Primary Secured Counterparty’s Secured Counterparty Obligations or (B) otherwise subordinated, voided, avoided, invalidated, or lapsed.
(d) Any and all Liens now existing or hereafter created or arising in favor of Sowood in the Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation, or otherwise are expressly junior in priority, operation, and effect to any and all Liens now existing or hereafter created or arising in favor of the Credit Agreement Secured Parties or the Secured Counterparties in the Collateral, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Credit Agreement Secured Party or Secured Counterparty may now or hereafter be a party, and regardless of the time, order, or method of grant, attachment, recording, or perfection of any financing statements or other Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any Credit Agreement Document, Secured Counterparty Document, or Sowood Document or any other circumstance whatsoever, and (iii) the fact that any such Liens in favor of any Credit Agreement Secured or Secured Counterparty are (A) subordinated to any Lien securing any obligation of any Loan Party other than Sowood Obligations or (B) otherwise subordinated, voided, avoided, invalidated, or lapsed.
(e) None of any Credit Agreement Secured Party, Second Priority any Secured Party Counterparty, or Junior Priority Secured Party Sowood shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority (consistent with this Agreement), or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Credit Agreement Secured Party, Second Priority any Secured Party Counterparty, or Junior Priority Secured Party Sowood to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Credit Agreement Secured Parties, the Second Priority Secured Parties Counterparties, or the Junior Priority Secured PartiesSowood, the priority and rights as among the First Priority Credit Agreement Secured Parties, the Second Priority Secured Parties Counterparties, and the Junior Priority Secured Parties Sowood with respect to the Common Collateral shall be as set forth hereinin this Agreement.
(f) The provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Credit Agreement Secured Parties, the Secured Counterparties, and Sowood and shall not impose on the Credit Agreement Secured Parties, the Secured Counterparties, or Sowood any obligations in respect of any Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (Total Gas & Electricity (PA) Inc)
Subordination of Liens. (a) Any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Lien Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any other applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the No Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including including, without limitation, any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in Lien on the Common First Priority Collateral granted to the otherany First Priority Creditor. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in Lien on the Common First Priority Collateral granted to such First Priority Secured Party or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Lien on the Common First Priority Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, on the one hand, and the Second Priority Secured Parties and Parties, on the Junior Priority Secured Parties other hand, with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Second Priority Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Lien Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Third Priority Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligationsarising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligationsarising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Third Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document, Second Priority Lien Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Third Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in than the case of the Second Priority Obligations, the First Priority Third Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No Any and all Third Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Second Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any Second Lien Document or Third Lien Document or any other circumstance whatsoever and (iii) the fact that any such Second Priority Liens are (x) subordinated to the First Priority Liens and any other Lien securing any obligation of any Loan Party other than the Third Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(d) No Second Lien Secured Party and no Third Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of the First Priority Lien in the Common Collateral granted to any First Lien Secured Party. No Second Lien Secured Party and no Third Lien Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Second Priority Lien or Third Priority Lien pari passu with or senior to the First Priority Lien. It is understood that nothing in this clause (d) is intended to prohibit any Second Lien Secured Party or Junior Priority Third Lien Secured Party from exercising any rights expressly granted to it under this Agreement.
(e) No Second Lien Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any Second Lien Secured Party. No Third Lien Secured Party shall take, or cause to be taken, any action the otherpurpose of which is to make any Third Priority Lien pari passu with or senior to the Second Priority Lien. It is understood that nothing in this clause (e) is intended to prohibit any Third Lien Secured Party from exercising any rights expressly granted to it under this Agreement.
(f) Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority such Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second Lien Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Priority Secured Parties securing the First Lien Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Lien Priority Document or Second Lien Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Lien Priority Secured Party or Junior Second Lien Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Lien Priority Secured Party or Junior Second Lien Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Lien Priority Secured Parties or the Junior Second Lien Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Lien Priority Secured Parties and the Junior Second Lien Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: First Lien/Second Lien Intercreditor Agreement (Anywhere Real Estate Group LLC)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second Lien Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Priority Secured Parties securing the First Lien Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Lien Priority Document or Second Lien Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Lien Priority Secured Party or Junior Second Lien Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Lien Priority Secured Party or Junior Second Lien Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Lien Priority Secured Parties or the Junior Second Lien Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Lien Priority Secured Parties and the Junior Second Lien Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: First Lien/Second Lien Intercreditor Agreement (Realogy Holdings Corp.)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all . The subordination of the Liens now existing or hereafter created or arising in favor of any Junior the Second Priority Secured Party securing Parties in and to the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising Common Collateral in favor of the First Priority Secured Parties securing provided for herein shall not be deemed to (1) subordinate the First Priority Obligations and in favor Liens of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection Liens of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing Person (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry solely with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any portion of the First Priority Obligations or any such Liens in favor excess of any Second the Cap Amount, the First Priority Secured Party securing any of Parties), (2) subordinate the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case indebtedness of the Second Priority ObligationsBorrower or any other Loan Party, including the First Priority Obligations or (y3) otherwise subordinated, voided, avoided, invalidated or lapsedprevent the Second Priority Representative from taking all such actions as it shall deem necessary to continue the perfection of the Second Priority Liens on any Second Priority Collateral.
(cb) No First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency ProceedingProceeding with respect to any Loan Party), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, Parties or the Second Priority Secured Parties or the Junior Priority Secured Partiesparties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise are expressly junior in priority, operation operation, and effect to any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order order, or method of grant, attachment, recording recording, or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages mortgages, and other liens, charges charges, or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever whatsoever, and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Par Piceance or PPC other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated invalidated, disallowed, or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority priority, or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation invalidation, disallowance, or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Second Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any Subject to the order of application of proceeds in Section 4.1, any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, Parties or the Second Priority Secured Parties or (but, for the Junior Priority Secured Partiesavoidance of doubt, subject to the order of application of proceeds set forth in Section 4.1), the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Term Loan Credit Agreement (PQ Group Holdings Inc.)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in than the case of the Second Priority Obligations, the First Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(cb) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority (as set forth herein) or enforceability of any security interest in the Common Collateral granted to the otherSecured Parties; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Priority Representative or the First Priority Secured Parties to enforce this Agreement, including the priority of the Liens as provided in this Agreement. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Intercreditor Agreement (Commercial Vehicle Group, Inc.)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, registration, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code (or analogous law in any applicable jurisdiction) or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, Parties or the Second Priority Secured Parties or the Junior Priority Secured Partiesparties, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens in the Shared Collateral now existing or hereafter created or arising in favor of any Second Junior Priority Secured Party securing the Second Junior Priority Obligations, regardless of how acquired, whether by grant▇▇▇▇▇, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any other applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than, in than the case of the Second Priority Obligations, the First Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(cb) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including including, without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in Lien on the Common First Priority Collateral granted to the otherany First Priority Secured Party. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in Lien on the Common First Priority Collateral granted to such First Priority Secured Party or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Lien on the Common First Priority Collateral granted to the First Priority Secured Parties, the Second priority and rights as between the First Priority Secured Parties or Parties, on the one hand, and the Junior Priority Secured Parties, on the priority and rights as among the First Priority Secured Partiesother hand, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Shared Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any the Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any the Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any No First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of nor the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior the Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, Parties or the Second Priority Secured Parties or the Junior Priority Secured PartiesParty, the priority and rights as among between the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Second Priority Secured Parties Party with respect to the Common Collateral shall be as set forth herein.
Appears in 1 contract
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document or Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens Shared Collateral now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry)foregoing, (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention Code or any other applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than, in than the case of the Second Priority Obligations, the First Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(cb) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting objecting to or objecting tocontesting, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in Lien on the Common Second Priority Collateral granted to the otherany Second Priority Secured Party. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in Lien on the Common Second Priority Collateral granted to such Second Priority Secured Party or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in Lien on the Common Second Priority Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among between the First Second Priority Secured Parties, on the Second Priority Secured Parties one hand, and the Junior Priority Secured Parties Parties, on the other hand, with respect to the Common Shared Collateral shall be as set forth herein.
Appears in 1 contract
Sources: Indenture (Rotech Healthcare Inc)
Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding Notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a partydate, and regardless of the time, manner or order of filing or method recordation of any document or instrument or grant, attachment, recording attachment or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or (including any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, foregoing) of any filings under Liens granted to the Uniform Commercial Code, filings with Second Priority Collateral Agent or the Federal Aviation Administration (Second Priority Secured Parties on the “FAA”) Common Collateral or of any filings in Liens granted to the International Registry)First Priority Collateral Agent or the First Priority Secured Parties on the Common Collateral, (ii) any provision of the Uniform Commercial UCC, the Bankruptcy Code, the Federal Aviation Actany applicable law, the Cape Town Convention Second Priority Documents or the First Priority Documents, (iii) whether the First Priority Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any applicable law or any First Priority Document or Second Priority Document, part of the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iiiiv) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise may be subordinated, voided, avoided, invalidated or lapsed.lapsed or (v) any other circumstance of any kind or nature whatsoever, the Second Priority Collateral Agent, on behalf of itself and each Second Priority Secured Party, hereby agrees that:
(ba) Any and all Liens any Lien on the Common Collateral securing any First Priority Notes Obligations now existing or hereafter created held by or arising in favor on behalf of the First Priority Collateral Agent or any Junior First Priority Secured Party securing the Junior Priority Obligationsor any agent or trustee therefor, regardless of how acquired, whether by judgments, grant, statute, operation of law, subrogation or otherwise are expressly junior otherwise, shall have priority over and be senior in priority, operation all respects and effect prior to any and all Liens Lien on the Common Collateral securing any Second Priority Notes Obligations; and
(b) any Lien on the Common Collateral securing any Second Priority Notes Obligations now existing or hereafter created held by or arising in favor of the First Priority Secured Parties securing the First Priority Obligations and in favor on behalf of the Second Priority Secured Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement Collateral Agent or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Priority Document, Second Priority Document or Junior Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations or any such Liens in favor of any Second Priority Secured Party or any agent or trustee therefor, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any of First Priority Notes Obligations. All Liens on the Common Collateral securing any First Priority Notes Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second Priority Notes Obligations for all purposes, whether or not such Liens securing any First Priority Notes Obligations are (x) subordinated to any Lien securing any other obligation of the Company, any Loan Party other thanGrantor or any other Person. The Second Priority Collateral Agent, on behalf of itself and each Second Priority Secured Party, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the First Priority Notes Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the case Common Collateral securing any Second Priority Notes Obligations for all purposes, regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, avoided for any reason (including as a preferential transfer or a fraudulent conveyance), subordinated for any reason by judicial action to the Liens on the Common Collateral securing any Second Priority Obligations, the First Priority Obligations or (y) legally or otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, deficient in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the priority and rights as among the First Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth hereinmanner.
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Sources: Intercreditor Agreement (Endeavour International Corp)