Consent to Liens Sample Clauses

Consent to Liens. Senior Lender hereby consents to the Liens on the Collateral created in favor of Subordinated Lender under the Subordinated Loan Documents and agrees that the grant, perfection or existence of such Liens does not and shall not constitute a default or an event of default under the Senior Loan Documents. Subordinated Lender hereby consents to the Liens on the Collateral created in favor of Senior Lender, under the Senior Loan Documents, and agrees that the grant or existence of such Liens does not and shall not constitute a default or an event of default under and as defined in or a breach of any covenant under the Subordinated Loan Documents.
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Consent to Liens. Each of ACSC and ANI hereby consent to each Lien granted pursuant to Section 8.1 of this Note, notwithstanding any restriction set forth in the LLC Agreement with respect to the granting of any Lien hereunder or any enforcement action which Noteholder may take in respect of such Lien, and agree that ACSC and ANI comprise all of the members of the Payor after giving effect to the transactions contemplated by the Stock Purchase Agreement.
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Consent to Liens. Section 4 of Amendment No. 4 is hereby amended (a) by striking the words “September 15, 2012” from clause (b) thereof and replacing them with the words “September 21, 2012”, (b) by striking the word “and” immediately prior to clause (b) of such Section, and (c) by inserting the following immediately before the closed parenthesis appearing at the end of clause (b) of such Section: “and (c) New Debt in an aggregate principal amount not to exceed the Designated Amount (the “Last Out New Debt”) may be secured by a lien in favor of a third party (the “Last Out New Debt Agent”) that is senior to the liens granted to secure the New Debt (other than the Last Out New Debt) and the Senior Secured Notes and junior to the lien securing the Obligations, pursuant to documentation reasonably satisfactory to Agent (the “Last Out Lien”); provided, that, (i) the Last Out New Lien shall be subject and subordinate to the security interests and liens of Agent pursuant to an intercreditor agreement, in form and substance reasonably satisfactory to Agent, (ii) the Last Out New Debt and Last Out Lien shall not contravene any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor is (A) the holders of the Last Out New Debt and the beneficiaries of the Last Out Lien shall have no greater rights and remedies set forth in such documentation, relative to the Agent and the holders of the Obligations, than they would have if the Last Out New Debt Agent entered into an intercreditor agreement in favor of Agent containing terms which are substantially identical to the Intercreditor Agreement and (B) the holders of the Obligations and the beneficiaries of the lien securing such Obligations (including, without limitation, the Agent) shall have no lesser rights and remedies, relative to the Agent and the holders of the Obligations, than they would have if the Last Out New Debt Agent entered into an intercreditor agreement in favor of Agent containing terms which are substantially identical to the Intercreditor Agreement”
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Consent to Liens. Each Company hereby agrees and acknowledges that the Collateral Agent has been granted security interests in and liens on the Collateral and that the Secured Creditors and the Collateral Agent are entitled to the benefits thereof.
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Consent to Liens. Notwithstanding anything to the contrary set forth in the Financing Agreements (including Section 9.8 of the Loan Agreement), Agent and Lenders hereby consent to the creation, incurrence, assumption and existence of any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever securing the Additional New Debt (or any Refinancing Indebtedness in respect of the Additional New Debt) and the guarantees thereof and the filing and remaining in effect of any financing statement or other similar notice of any security interest with respect thereto; provided, that, such security interests and liens shall be subject and subordinate to the security interests and liens of Agent pursuant to the New Debt Intercreditor Agreement. All such security interests and liens shall be deemed to be Permitted Liens for all purposes of the Loan Agreement and the other Financing Agreements.
Sample 1
Consent to Liens. Notwithstanding anything to the contrary set forth in the Financing Agreements (including Section 9.8 of the Loan Agreement), Agent and Lenders hereby consent to the creation, incurrence, assumption and existence of any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever securing the Indebtedness constituting the New Debt (or any Refinancing Indebtedness in respect of the New Debt) and the guarantees thereof and the filing and remaining in effect of any financing statement or other similar notice of any security interest with respect thereto; provided, that, such security interests and liens shall be subject and subordinate to the security interests and liens of Agent pursuant to the Intercreditor Agreement or another intercreditor agreement (collectively, the “New Debt Intercreditor Agreement”) reasonably satisfactory to Agent (it being agreed that (a) an intercreditor agreement that is substantially identical to the Intercreditor Agreement will be deemed to be satisfactory to Agent, and (b) Agent will not have a lien on any escrow account which solely and exclusively contains proceeds of the New Debt and any amounts required to be maintained therein to pay interest on the New Debt that is due and payable on or before the earlier of September 15, 2012 or the date of the consummation of the Specified Merger). All such security interests and liens shall be deemed to be Permitted Liens for all purposes of the Loan Agreement and the other Financing Agreements.
Sample 1
Consent to Liens. Lender hereby consents to the grant or creation of Liens on the Collateral and any other assets of Debtors in favor of Blechmans under the Blechmans Documents and agrees that the grant, perfection, maintenance or existence of such Liens does not and shall not constitute a Lender Default. In addition, Blechmans hereby consent to the grant or creation of Liens on the Collateral in favor of Lender under the Lender Documents, and agree that the grant or existence of such Liens does not and shall not constitute a Blechmans Default.
Sample 1
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Related to Consent to Liens

  • Waiver of Liens To the maximum extent permitted by law, Contractor waives, and shall require its suppliers and subcontractors of any tier to waive, all liens and claims, and the right to file and enforce or otherwise assert any liens and claims, against GRTC’s facilities or any other GRTC property (real or personal) in connection with the Goods delivered and Services performed hereunder.

  • Subordination of Liens Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

  • Other Financing Statements and Liens Except with respect to Liens securing Permitted Indebtedness, without the prior written consent of the Agent, the Company shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Agent is not named as the sole secured party for the benefit of each of the Purchasers.

  • Title; Liens The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.

  • ENCUMBRANCES AND LIENS The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with UNDP against any monies due to the Contractor or that may become due for any work done or against any goods supplied or materials furnished under the Contract, or by reason of any other claim or demand against the Contractor or UNDP.

  • Title and Liens Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

  • Existing Liens Set forth on Schedule 4.01(p) hereto is a complete and accurate list as of the date hereof of all Liens on the property or assets of any Loan Party or any of its Subsidiaries, showing the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto.

  • No New Liens (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

  • Security Interest Matters This Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Trust under this Agreement. Other than the security interest granted to the Trust under this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust under this Agreement or that has been terminated. The Depositor is not aware of any material judgment or tax lien filings against the Depositor. The security interest of the Seller in each Financed Vehicle has been validly assigned by the Depositor to the Trust. Neither the Depositor nor a custodian or vaulting agent thereof has communicated, nor will they communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

  • Waiver of Right to Contest Liens (a) The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Collateral Agent and the ABL Secured Parties in respect of Receivables Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Collateral Agent or any ABL Secured Party under the ABL Documents with respect to the Common Collateral. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Common Collateral. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties in respect of the Common Collateral or the provisions of this Agreement.

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