Lien Subordination. 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 any Second Priority Representative or any Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other 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 Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other 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 Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.
Appears in 2 contracts
Samples: Intercreditor Agreement (Sundance Energy Australia LTD), Intercreditor Agreement (Magnum Hunter Resources Corp)
Lien Subordination. Notwithstanding the date, time, manner Any and all Liens now existing or order of filing hereafter created or recordation arising in favor of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Subordinated Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other agent or trustee thereforSubordinated Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over are expressly junior and be senior subordinate in all respects priority, operation and prior effect to any Lien on and all Liens now existing or hereafter created or arising in favor of any Senior Secured Party securing the Collateral securing Senior Secured Debt Obligations, notwithstanding (a) anything to the contrary contained in any Second Priority Debt Obligations agreement or filing to which any Subordinated 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, alleged defect or deficiency in, or failure to attach or perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, any of the foregoing, (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf provision of the Second Priority Representative, UCC or any Second Priority Debt Parties applicable law or any document or any other agent circumstance whatsoever and (c) the fact that any such Liens in favor of any Senior Secured Party securing any of the Senior Secured Debt Obligations are (i) subordinated to any Lien securing any other obligation of any Senior Secured Party or trustee therefor(ii) otherwise subordinated, regardless voided, avoided, invalidated or lapsed. In the event that any Subordinated Party becomes a judgment lien creditor as a result of how acquiredits enforcement of its rights hereunder or under any Subordinated Note Documents (whether or not in violation of this Agreement), whether by grant, statute, operation of law, subrogation or otherwise, such judgment lien shall be junior and subordinate subject to the terms of this Agreement for all purposes (including in relation to the Liens securing the Senior Secured Debt Obligations) to the same extent as all respects to all other Liens securing the Subordinated Obligations. Liens on the Senior Secured Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Subordinated Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any such Senior Secured Debt Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor Debtors or any other Person Person.Payments Held in Trust. All payments or otherwise subordinateddistributions upon or with respect to the Subordinated Note or any other Subordinated Obligations which are received by the Subordinated Lender contrary to the provisions of this Agreement shall be received in trust for the benefit of the Senior Secured Parties and shall be paid over to Senior Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, voided, avoided, invalidated or lapsed. For the avoidance of doubtheld as Senior Secured Collateral for, the subordination provided for in this Agreement is lien subordination only and payment or performance of the Second Priority Senior Secured Debt Obligations are not subordinated in right accordance with the terms of payment to the Senior ObligationsSecured Debt Documents.
Appears in 2 contracts
Samples: Intercreditor and Subordination Agreement (AG Mortgage Investment Trust, Inc.), Intercreditor and Subordination Agreement (AG Mortgage Investment Trust, Inc.)
Lien Subordination. 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 any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to the any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCCUniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of the any Senior Representative or any other Senior Secured Party or other 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 Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other 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 Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.
Appears in 2 contracts
Samples: Security Agreement (OUTFRONT Media Inc.), Credit Agreement (Outfront Media Minnesota LLC)
Lien Subordination. 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 any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the any Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other 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 Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other 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 Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.
Appears in 2 contracts
Samples: Guaranty Agreement (Quicksilver Resources Inc), Second Lien Intercreditor Agreement (Quicksilver Resources Inc)
Lien Subordination. Subordinated Creditor hereby unconditionally agrees that: (i) all Liens of the Subordinated Creditor in any property of either Obligor shall be and hereby are subordinated to the Senior Liens, and (ii) other than as set forth in Section 2.7(b), the Subordinated Creditor shall have no right to possession of any property of any Obligor or to take any Subordinated Collection Action, unless and until all the Senior Indebtedness shall have been fully paid and satisfied and the Commitments have been terminated. Notwithstanding any rights or remedies available to Subordinated Creditor under applicable law (including, without limitation, under the Bankruptcy Code) or under any Subordinated Debt Document, Subordinated Creditor shall not, without the prior written consent of Senior Lender, be permitted to take any action to foreclose, repossess, marshal, control or exercise any remedies with respect to any property of the either Obligor or take any other action which would interfere with or impair the Senior Liens or the rights of Senior Lender against the either Obligor’s property, until the payment in full of the Senior Indebtedness and the termination of the Commitments. 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 any Second Priority Representative or any Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies inLiens, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, UCC or any other applicable law, law or the provisions of any Second Priority Subordinated Debt Document or any other Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt FacilitySubordinated Creditor, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations Liens now or hereafter held by or on behalf for the benefit of the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Lender shall have priority over and be senior in right, priority, operation, effect and all other respects and prior to any Lien on the Collateral securing any Second Priority Debt Obligations and all Subordinated Creditor Liens and (b) any Subordinated Creditor Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf for the benefit of the Second Priority Representative, any Second Priority Debt Parties or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Subordinated Creditor shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior Liens. The Senior Liens on the Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all any Subordinated Creditor Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations Liens are subordinated in any respect to any other Lien securing any other obligation of the Companyeither Obligor, any Grantor other grantor or any other Person and regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise subordinateddeficient in any manner. Each of the Senior Lender, voidedand the Subordinated Creditor, avoidedagrees that it will not, invalidated and hereby waives any right to, directly or lapsed. For the avoidance of doubtindirectly, contest or support any other Person in contesting, in any proceeding (including any Proceeding), the subordination priority, validity or enforceability of any Senior Lien, or the validity or enforceability of the priorities, rights or obligations established by this Agreement; provided for that nothing in this Agreement is lien subordination only shall be construed to prevent or impair the rights of the Senior Lender to enforce this Agreement. Each Obligor, by its execution of this Agreement, hereby acknowledges and the Second Priority Debt Obligations are not subordinated in right of payment agrees to the Senior Obligationsprovisions of this paragraph, notwithstanding anything to the contrary in any document to which such Obligor is a party.
Appears in 1 contract
Samples: Master Subordination and Intercreditor Agreement (Ibf Vi Guaranteed Income Fund)
Lien Subordination. (a) Notwithstanding the date, time, manner manner, method or order of filing or recordation of any document or instrument or of grant, attachment or perfection of any Liens granted to to, or on behalf of, any Second Priority Representative or any Second Priority Debt Parties on of the Collateral or of any Liens granted to the Senior Representative Agents or any other Senior Secured Party on the Collateral (or any actual or alleged defect defect, or deficiency or failure to perfect, in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Secured Debt Document or any other circumstance whatsoever, (i) the Second Priority Lien Collateral Agent and each Second Lien Representative, on behalf of itself and each Second Priority Debt Lien Secured Party under the its Second Priority Lien Debt Facility, hereby agrees that (aA) any Lien on the Collateral securing any Senior First Lien Priority Obligations now or hereafter held by or on behalf of the Senior Representative or First Lien Collateral Agent, any other Senior First Lien Secured Party or any other 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 Collateral securing any the Second Priority Debt Obligations and Lien Obligations, (bB) any Lien on the Collateral securing any Second Priority Debt Lien Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any Senior First Lien Priority Obligations. All , (C) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other 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 Collateral securing the Excess Second Lien Obligations and (D) any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any Senior Excess First Lien Obligations, (ii) the First Lien Collateral Agent and each First Lien Representative, on behalf of itself and each First Lien Secured Party under its First Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing any Second Lien Priority Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be and remain senior in all respects and prior to any Lien on the Collateral securing the Excess First Lien Obligations and (B) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of any First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any Second Lien Priority Obligations and (iii) the Third Lien Collateral Agent and each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing First Lien Obligations for all purposesnow or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other agent or trustee therefor and any Lien on the Collateral securing Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other agent or trustee therefor, in each case, regardless of how acquired, whether by grant, statute, operation of law, subrogation or not such Liens securing any Senior Obligations are subordinated otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing the Third Lien Obligations and (B) any Lien on the Collateral securing any other obligation Third Lien Obligations now or hereafter held by or on behalf of the Company, any Grantor Third Lien Secured Party or any other Person agent or otherwise subordinatedtrustee therefor, voidedregardless of how acquired, avoidedwhether by grant, invalidated statute, operation of law, subrogation or lapsed. For otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the avoidance of doubt, Collateral securing First Lien Obligations and to all Liens on the subordination provided for in this Agreement is lien subordination only and the Collateral securing Second Priority Debt Obligations are not subordinated in right of payment to the Senior Lien Obligations.
Appears in 1 contract
Lien Subordination. Notwithstanding the date, time, manner Any and all Liens now existing or order of filing hereafter created or recordation arising in favor of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Subordinated Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other agent or trustee thereforSubordinated Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over are expressly junior and be senior subordinate in all respects priority, operation and prior effect to any Lien on and all Liens now existing or hereafter created or arising in favor of any Senior Secured Party securing the Collateral securing Senior Secured Debt Obligations, notwithstanding (a) anything to the contrary contained in any Second Priority Debt Obligations agreement or filing to which any Subordinated 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, alleged defect or deficiency in, or failure to attach or perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, any of the foregoing, (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf provision of the Second Priority Representative, UCC or any Second Priority Debt Parties applicable law or any document or any other agent circumstance whatsoever and (c) the fact that any such Liens in favor of any Senior Secured Party securing any of the Senior Secured Debt Obligations are (i) subordinated to any Lien securing any other obligation of any Senior Secured Party or trustee therefor(ii) otherwise subordinated, regardless voided, avoided, invalidated or lapsed. In the event that any Subordinated Party becomes a judgment lien creditor as a result of how acquiredits enforcement of its rights hereunder or under any Subordinated Note Documents (whether or not in violation of this Agreement), whether by grant, statute, operation of law, subrogation or otherwise, such judgment lien shall be junior and subordinate subject to the terms of this Agreement for all purposes (including in relation to the Liens securing the Senior Secured Debt Obligations) to the same extent as all respects to all other Liens securing the Subordinated Obligations. Liens on the Senior Secured Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Subordinated Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any such Senior Secured Debt Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor Debtors or any other Person Person.Payments Held in Trust. All payments or otherwise subordinateddistributions upon or with respect to the Subordinated Note or any other Subordinated Obligations which are received by the Subordinated Lender contrary to the provisions of this Agreement (including any payments or distributions received from Wilmington Trust, voidedNational Association, avoided, invalidated or lapsed. For the avoidance of doubtas collateral agent (in such capacity, the subordination provided for in this Agreement is lien subordination only “Collateral Agent”), or any secured party under or pursuant to the Security and Collateral Agency Agreement, dated as of April 10, 2020, by and among AGMIT and its affiliates party thereto and the Second Priority Collateral Agent) shall, to the extent of any outstanding Senior Secured Debt Obligations are not subordinated Obligations, be received in right trust for the benefit of payment the Senior Secured Parties and shall be paid over to the Senior ObligationsSecured Parties in proportion to their holdings of then outstanding Senior Secured Debt Obligations in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to the payment or performance of the Senior Secured Debt Obligations in accordance with the terms of the Senior Secured Debt Documents.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (AG Mortgage Investment Trust, Inc.)
Lien Subordination. Notwithstanding All Liens with respect to any Collateral in favor of the dateSubordinated Creditors or otherwise in favor of the holders of the Subordinated Debt and securing any Subordinated Debt, timewhether now or hereafter existing, manner including without limitation judgment Liens, shall be subject, subordinate and junior in all respects and at all times to the Liens with respect to such Collateral in favor of the Senior Creditors or otherwise in favor of the holders of the Senior Debt and securing the Senior Debt, whether now or hereafter existing. The foregoing allocation of priorities shall govern the relationship of the parties with respect to the Collateral irrespective of the time or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted of such Liens, the time or order of filing of financing statements, the acquisition of purchase money or other Liens, the time of giving or failure to any Second Priority Representative give notice of the acquisition or any Second Priority Debt Parties on expected acquisition of purchase money or other Liens, the Collateral or of any Liens granted to rules for determining priority under the Senior Representative UCC or any other Senior Secured Party on the Collateral (law or any actual or alleged defect in any rule governing relative priorities of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoeversecured creditors, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees fact that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf such Liens in favor of the Senior Representative Creditors or any other otherwise in favor of the holders of the Senior Secured Party or other 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 Debt with respect to any Lien on the Collateral securing any Second Priority Debt Obligations and are (bi) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other 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 Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor Loan Party or any other Person or (ii) otherwise subordinated, voided, avoided, invalidated or lapsed, or any other circumstances whatsoever. For the avoidance purposes of doubtthe foregoing allocation of priorities, any claim of a right of set-off shall be treated in all respects as a security interest, and no claimed right of set-off shall be asserted by the subordination Subordinated Creditors or any holder of Subordinated Debt to defeat or diminish the rights or priorities of the Lien of the Senior Creditors or of any holder of the Senior Debt provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligationsherein.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (World Acceptance Corp)
Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of (i) With respect to any Liens granted on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Second Priority Representative Term Facility or any Second Priority Debt Parties on Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Collateral or of any Liens granted Threshold Amount, and (ii) with respect to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect provisions in any of ABL Intercreditor Agreement subordinating the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other 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 Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other 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 Collateral securing Indebtedness outstanding under any Senior Obligations. All Term Facility or any Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount to the Liens on the Collateral securing the Secured Obligations, (A) any Senior Obligations shall Loan Party contests in writing the validity or enforceability thereof, (B) any court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation enforceable obligations of the Companyparties to such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or any Borrower described in clauses (f) or (g) of this Article, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment such Commitments and/or Additional Revolving Commitments applicable to the Senior Obligations.US Borrower and to the extent such event is applicable to the Canadian
Appears in 1 contract
Lien Subordination. 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 any Second Priority Representative or any other Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Senior Representative, on behalf of itself and each other Senior Secured Party, and the Second Priority Representative, on behalf of itself and each other Second Priority Debt Party under the Second Priority Debt FacilityParty, hereby agrees that (a) any Lien on the Collateral securing any Senior Priority Obligations now or hereafter held by or on behalf of the Senior Representative or Representative, any other Senior Secured Party or other 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 Collateral securing any Second Priority Debt Obligations and Obligations, (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any other Second Priority Debt Parties Party or any other 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 Collateral securing any Senior Priority Obligations, (c) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any other Second Priority Debt Party or other 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 Collateral securing any Excess Senior Obligations, and (d) any Lien on the Collateral securing any Excess Senior Obligations now or hereafter held by or on behalf of the Senior Representative, any other Senior Secured Party or any other 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 Collateral securing any Second Priority Debt Obligations. All Liens on the Collateral (i) securing any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, and (ii) securing any Second Priority Debt Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Excess Senior Obligations for all purposes, whether or not such Liens securing any Second Priority Debt Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations. Other than to the extent constituting secured claims on the Collateral, all debt claims of the Senior Secured Parties and the Second Priority Debt Parties are intended to be pari passu.
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Lien Subordination. Subordinated Creditor hereby unconditionally agrees that: (i) all Liens of Subordinated Creditor in any property of either Obligor shall be and hereby are subordinated to the Senior Liens, and (ii) other than as set forth in Section 2.7(b), Subordinated Creditor shall have no right to possession of any property of any Obligor or to take any Subordinated Collection Action, unless and until all the Senior Indebtedness shall have been fully paid and satisfied and the Security Agreement has been terminated. Notwithstanding any rights or remedies available to Subordinated Creditor under applicable law (including, without limitation, under the Bankruptcy Code) or under any Subordinated Debt Document, Subordinated Creditor shall not, without the prior written consent of Senior Creditor, be permitted to take any action to foreclose, repossess, marshal, control or exercise any remedies with respect to any property of either Obligor or take any other action which would interfere with or impair the Senior Liens or the rights of Senior Creditor against either Obligor’s property, until the payment in full of the Senior Indebtedness and the termination of the Security Agreement. 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 any Second Priority Representative or any Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies inLiens, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, UCC or any other applicable law, law or the provisions of any Second Priority Subordinated Debt Document or any other Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt FacilitySubordinated Creditor, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations Liens now or hereafter held by or on behalf for the benefit of the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Creditor shall have priority over and be senior in right, priority, operation, effect and all other respects and prior to any Lien on the Collateral securing any Second Priority Debt Obligations and all Subordinated Creditor Liens and (b) any Subordinated Creditor Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf for the benefit of the Second Priority Representative, any Second Priority Debt Parties or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Subordinated Creditor shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior Liens. The Senior Liens on the Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all any Subordinated Creditor Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations Liens are subordinated in any respect to any other Lien securing any other obligation of the Companyeither Obligor, any Grantor other grantor or any other Person and regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise subordinateddeficient in any manner. Each of Senior Creditor and Subordinated Creditor, voidedagrees that it will not, avoidedand hereby waives any right to, invalidated directly or lapsed. For the avoidance of doubtindirectly, contest or support any other Person in contesting, in any proceeding (including any Proceeding), the subordination priority, validity or enforceability of any Senior Lien, or the validity or enforceability of the priorities, rights or obligations established by this Agreement; provided for that nothing in this Agreement is lien subordination only shall be construed to prevent or impair the rights of Senior Creditor to enforce this Agreement. Each Obligor, by its execution of this Agreement, hereby acknowledges and the Second Priority Debt Obligations are not subordinated in right of payment agrees to the Senior Obligationsprovisions of this paragraph, notwithstanding anything to the contrary in any document to which such Obligor is a party.
Appears in 1 contract
Samples: Junior Subordination and Intercreditor Agreement (Ibf Vi Guaranteed Income Fund)
Lien Subordination. 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 any Second Priority Junior Representative or any Second Priority Junior Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority each Junior Representative, on behalf of itself and each Second Priority Junior Debt Party under the Second Priority its Junior Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other 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 Collateral securing any Second Priority Junior Debt Obligations and (b) any Lien on the Collateral securing any Second Priority Junior Debt Obligations now or hereafter held by or on behalf of the Second Priority Representativeany Junior Representatives, any Second Priority Junior Debt Parties or any other 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 Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Junior Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Junior Debt Obligations are not subordinated in right of payment to the Senior Obligations.
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Lien Subordination. Subordinated Lender does hereby subordinate any and all Liens, whether now existing or hereafter created and whether perfected or unperfected, in and to any assets securing the Subordinated Indebtedness all of which are, and shall at all times remain junior and subordinate to any Liens, whether now existing or hereafter created and whether perfected or unperfected, in favor of Senior Lender to secure any of the Senior Indebtedness. 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 any Second Priority Representative or any Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative Lender or Subordinated Lender, and notwithstanding any provisions of the Uniform Commercial Code of any state or any other Senior Secured Party on the Collateral (applicable law or decision or any actual provisions of the Subordinated Instruments, and irrespective of whether the Senior Lender or alleged defect the Subordinated Lender holds possession of all or any part of the Collateral, the Senior Lender and the Subordinated Lender hereby agree that the Senior Lender shall have a first and prior Lien upon all Collateral, whether real or personal and whether now owned or hereafter acquired, of ISI, Borrower, and all of their Subsidiaries. The Subordinated Lender hereby agrees that it will not contest the validity, perfection, priority or enforceability of the Senior Lender’s Liens in the Collateral. All proceeds of Collateral shall be first paid to the Senior Lender for application to the Senior Indebtedness until the Senior Indebtedness obligations are paid in full in cash and all commitments under the Senior Instruments are terminated. Any payments or Collateral received by the Subordinated Lender shall be subject to the provisions of Section 2.5 of this Agreement. Subordinated Lender agrees not to acquire, by subrogation, contract or otherwise, any Lien, security interest or other right, title or interest in any of the foregoing) assets of ISI or any defect of its Subsidiaries (including, but not limited to, any which may arise with respect to taxes, assessments or deficiencies inother governmental charges) which is or may be prior in right to, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoeverpari passu with, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter Liens held by or on behalf of the Senior Representative or any other Senior Secured Party or other 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 Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other 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 Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior ObligationsLender.
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Lien Subordination. (a) Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or method of grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to the any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any defect or deficiencies in the Liens or other circumstance whatsoeverwhatsoever (including any non-perfection of any Lien to secure the First Lien Inventory Financing Obligations), the each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the its Second Priority Debt Facility, hereby agrees that (ai) any Lien on (or any purchase money security interest with respect to) the Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of the any Senior Representative or any other Senior Secured Party or other 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 Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (bii) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of the any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grantxxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.
Appears in 1 contract
Lien Subordination. 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 any Second Priority Junior Representative or any Second Priority Debt Junior Secured Parties on the Shared Collateral or of any Liens granted to the any Senior Representative or any other the Senior Secured Party Parties on the Shared Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Junior Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority each Junior Representative, on behalf of itself and each Second Priority Debt Junior Secured Party under the Second Priority its Junior Debt Facility, hereby agrees that (ai) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held (or purported to be held) by or on behalf of the any Senior Secured Parties or any Senior Representative or any other Senior Secured Party or other 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 Shared Collateral securing any Second Priority Debt Obligations Junior Obligations; and (bii) any Lien on the Shared Collateral securing any Second Priority Debt Junior Obligations now or hereafter held (or purported to be held) by or on behalf of the Second Priority Representative, any Second Priority Debt Junior Secured Parties or any Junior Representative or other 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 Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Junior Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the CompanyBorrower, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligations.
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Lien Subordination. 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 any Second Priority Representative the Trustee or any Second Priority Debt Parties the Noteholders on the Common Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party Bank on the Common Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, or any applicable law, any Second Priority Debt Document law or any the Noteholder Documents or the Senior Debt Document Lender Documents or any other circumstance whatsoever, the Second Priority RepresentativeTrustee, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt FacilityNoteholders, hereby agrees that that: (a) any Lien on the Common Collateral securing any Senior the First Priority Lien Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Bank shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any the Second Priority Debt Obligations Lien Obligations; and (b) any Lien on the Common Collateral securing any Second Priority Debt Obligations now or hereafter held by the Trustee or on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other agent or trustee therefor, Noteholders 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 the First Priority Lien Obligations. All Liens on the Common Collateral securing any Senior the First Priority Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any the Second Priority Debt Lien Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt, in the subordination provided for event the Trustee or any Noteholder becomes a judgment lien creditor in this Agreement is respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien subordination only and shall be subordinated to the Liens securing First Priority Lien Obligations on the same basis as the other Liens securing the Second Priority Debt Lien Obligations are so subordinated to such First Priority Lien Obligations under this Agreement. The Trustee on behalf of itself and each Noteholder, agrees not subordinated to take or cause to be taken any action, the purpose or effect of which is to make any Lien in respect of any of the Common Collateral pari passu with or senior to, or to give the Trustee or any Noteholder any preference or priority relative to, the liens in favor of Bank in respect of the Senior Lender Collateral. For the purposes of the foregoing allocation of priorities, any claim of a right of payment set-off shall be treated in all respects as a Lien, and no claimed right of set-off shall be asserted by the Trustee on behalf of itself or any Noteholder to defeat or diminish the Senior Obligationsrights or priorities of the Lien of Bank provided for herein.
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Samples: Intercreditor and Subordination Agreement (Electroglas Inc)
Lien Subordination. 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 any the Second Lien Agent or the Second Priority Representative or any Second Priority Debt Parties Lenders on the Common Collateral or of any Liens granted to the Senior Representative Agent or any other Senior Secured Party the First Priority Lenders on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies inCommon Collateral, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document UCC or any other circumstance whatsoeverapplicable law or the First Priority Documents or the Second Priority Documents, the Second Priority Representative, on behalf of itself Lien Agent and each of the applicable Second Priority Debt Party under the Second Priority Debt Facility, Lenders hereby agrees that that: (a) any Lien on the Common Collateral securing any Senior Obligations First Priority Claims now or hereafter held by or on behalf of the Senior Representative Agent or any other Senior Secured Party First Priority Lender(s) or other any agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, therefor shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any of the Second Priority Debt Obligations Claims; and (b) any Lien on the Common Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, Lien Agent or any Second Priority Debt Parties Lenders or any other agent or trustee therefor, 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 ObligationsFirst Priority Claims. All Liens on the Common Collateral securing any Senior Obligations First Priority Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second Priority Debt Obligations Claims for all purposes, whether or not such Liens securing any Senior Obligations First Priority Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person or otherwise subordinatedPerson; provided that, voided, avoided, invalidated or lapsed. For from and after the avoidance date of doubt, the subordination provided for in this Agreement is lien subordination only the Senior Agent and First Priority Lenders will not, absent the prior consent of the Second Priority Debt Obligations are not subordinated in right Agent, voluntarily subordinate the First Priority Liens to any other Lien on Common Collateral other than Liens securing a DIP Financing provided by the Senior Agent, the First Priority Lenders, or any of payment them, it being understood among the Parties hereto that nothing contained herein shall obligate the Senior Agent or any First Priority Lender to prosecute any action as against the holder of any such Lien purporting to be senior to the Senior ObligationsFirst Priority Liens.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Body Central Corp)
Lien Subordination. 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 any Second Priority Representative or any Second Priority Debt Parties the Collateral Agent for the Term Loan Agent and the Term Lenders on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party Collateral Agent for the benefit of the Revolving Credit Agent and the Revolving Credit Lenders on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, or any applicable law, any Second Priority Debt Document law or any Senior Debt Document the Credit Documents or any other circumstance whatsoeverwhatsoever and notwithstanding that all of the Secured Obligations are secured by a single set of Collateral Documents in favor of all of the Secured Parties rather than separate security documents senior and subordinated as applicable to the relative priorities set forth herein in favor of each class of Secured Parties, the Second Priority RepresentativeTerm Loan Agent, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt FacilityTerm Lenders, hereby agrees that that: (a) any Lien on the Collateral securing any Senior Revolving Credit Obligations (subject to the limitation set forth in Section 3.04) now or hereafter held by or on behalf of the Senior Representative Revolving Credit Agent or any Revolving Credit Lenders or any agent or trustee therefore or any other Senior Secured Party or other agent or trustee therefor, regardless holder of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Revolving Credit Obligations shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Second Priority Debt Obligations of the Term Loan Obligations; and (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties Term Loan Agent or any other Term Lenders or any agent or trustee therefor, therefor in respect of the Term Loan Obligations 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 Collateral securing any Senior such Revolving Credit Obligations. All Liens on the Collateral securing any Senior Revolving Credit Obligations (subject to the limitation set forth in Section 3.04) shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Debt Term Loan Obligations for all purposes, whether or not such Liens securing any Senior Revolving Credit Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor Borrower or any other Person Obligor. Each of the parties hereto acknowledges and agrees that use of the Collateral Documents rather than separate security documents is for the convenience of the Secured Parties only and, except as provided in this Agreement, is not intended and will not be construed or given effect to limit, abridge or otherwise subordinatedaffect the rights, voidedpowers and privileges which the Revolving Credit Agent and the Revolving Credit Lenders, avoidedon the one hand, invalidated or lapsedand the Term Loan Agent and the Term Lenders, on the other hand, would have possessed and/or enjoyed, as the owners and holders, as a class, of a separate, first and unsubordinated Lien upon all of the Collateral, in the case of the holders of the Revolving Credit Obligations, and a separate, second Lien upon all of the Collateral, in the case of the holders of the Term Loan Obligations. For The Term Loan Agent hereby acknowledges and agrees that the avoidance Revolving Credit Agent and the Revolving Credit Lenders would not have agreed to the Revolving Credit Agreement in the absence of doubt, the subordination provided for in execution and delivery of this Agreement is lien subordination only and by the Second Priority Debt Obligations are not subordinated in right of payment to the Senior Obligationsparties hereto.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Chart Industries Inc)
Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of (i) With respect to any Liens granted on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Second Priority Representative Term Facility or any Second Priority Debt Parties on Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Collateral or of any Liens granted Threshold Amount, and (ii) with respect to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect provisions in any of ABL Intercreditor Agreement subordinating the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other 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 Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other 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 Collateral securing Indebtedness outstanding under any Senior Obligations. All Term Facility or any Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount to the Liens on the Collateral securing the Secured Obligations, (A) any Senior Obligations Loan Party contests in writing the validity or enforceability thereof, (B) any court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or any Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable to the US Borrower and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Notwithstanding anything to the contrary herein or in any Loan Document, all rights and remedies hereunder and under any other Loan Document or at law or equity, including all remedies provided under the UCC or the PPSA, shall be and remain senior in all respects and prior to all Liens on exercised exclusively by the Collateral securing any Second Priority Debt Obligations Administrative Agent for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation the benefit of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedSecured Parties. For Upon the avoidance occurrence and during the continuance of doubtan Event of Default, the subordination Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior ObligationsAdministrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC or the PPSA.
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Lien Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any (i) The Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior the First Priority Secured Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall ceasing to have priority over and be senior in all respects and prior “first priority” status with respect to any Lien on the Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other 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 Collateral securing any Senior Obligations. All Junior Lien Indebtedness with an aggregate principal amount outstanding in excess of the Threshold Amount pursuant to any applicable Acceptable Intercreditor Agreement, and (ii) with respect to the provisions in any Acceptable Intercreditor Agreement subordinating the Liens on the Collateral securing any Senior Obligations shall be and remain senior Junior Lien Indebtedness with an aggregate principal amount outstanding in all respects and prior excess of the Threshold Amount to all the Liens on the Collateral securing the First Priority Secured Obligations, (A) any Second Priority Debt Obligations for Loan Party contests in writing the validity or enforceability thereof, (B) any court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such Acceptable Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrower described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate any Additional Commitments and thereupon such Additional Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all purposesfees and other obligations of the Borrower accrued hereunder, whether shall become due and payable immediately, without presentment, demand, protest or not other notice of any kind, all of which are hereby waived by the Borrower; provided that upon the occurrence of an event with respect to Holdings or the Borrower described in clauses (f) or (g) of this Article, any such Liens securing Commitments and/or Additional Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any Senior Obligations kind, all of which are subordinated hereby waived by the Borrower. Notwithstanding anything to the contrary herein or in any Lien securing Loan Document, all rights and remedies hereunder and under any other obligation Loan Document or at law or equity, including all remedies provided under the UCC, shall be exercised exclusively by the Administrative Agent for the benefit of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsedSecured Parties. For Upon the avoidance occurrence and during the continuance of doubtan Event of Default, the subordination Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the Senior ObligationsAdministrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.
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