Common use of Liens Subordinate Clause in Contracts

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such Grantor, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor or the Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured Party, no Grantor, during the period in which any of the Secured Obligations are outstanding shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 3 contracts

Samples: Security Agreement (InfuSystem Holdings, Inc), Security Agreement (InfuSystem Holdings, Inc), Security Agreement (I Flow Corp /De/)

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Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorTermination Date, any Liens securing payment of the Subsidiary Grantor Guarantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Collateral Agent or the any other Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyCollateral Agent (at the direction of the Required Purchasers), until the Termination Date, no Grantor, during the period in which any of the Secured Obligations are outstanding Grantor shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Guarantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including including, without limitation limitation, the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 2 contracts

Samples: First Lien Guaranty and Security Agreement (BioScrip, Inc.), Second Lien Guaranty and Security Agreement (BioScrip, Inc.)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorObligations are paid in full, any Liens securing payment of the Subsidiary Grantor Guarantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Administrative Agent or the any other Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no Grantor, during the period in which any of the Secured Obligations are outstanding outstanding, shall (a) exercise or enforce any creditor’s 's right it may have against any debtor in respect of the Subsidiary Grantor Guarantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 2 contracts

Samples: Term Loan Agreement Guarantee and Collateral Agreement (Petrohawk Energy Corp), Guarantee and Collateral Agreement (Petrohawk Energy Corp)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorBorrower Obligations are irrevocably and indefeasibly paid in full in cash, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Administrative Agent or the any Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no Grantor, during the period in which any of the Secured Borrower Obligations are outstanding outstanding, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 2 contracts

Samples: Assumption Agreement (ABC Funding, Inc), Second Lien Guaranty and Collateral Agreement (Petro Resources Corp)

Liens Subordinate. Each Grantor Guarantor agrees that, until the Release Date with respect to such GrantorTermination Conditions are satisfied, any Liens securing payment of the Subsidiary Grantor Guarantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Guaranteed Obligations, regardless of whether such encumbrances in favor of such Grantor Guarantor, the Administrative Agent or the Secured any other Guaranteed Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no GrantorGuarantor shall, during the period in which any of the Secured Obligations until Termination Conditions are outstanding shall satisfied, (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, Guarantor Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.. 

Appears in 1 contract

Samples: Credit Agreement (Murphy Oil Corp /De)

Liens Subordinate. Each Grantor Pledgor agrees that, until the Release Date with respect to such GrantorPayment in Full, any Liens securing payment of the Subsidiary Grantor Pledgor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Pledgor, the Administrative Agent or the any Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no GrantorPledgor, during the period in which any of the Secured Obligations is outstanding or the Aggregate Commitments are outstanding in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Pledgor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Pledge Agreement (Exterran Holdings Inc.)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorBorrower Obligations are paid in full in cash, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Administrative Agent or the any Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no Grantor, during the period in which any of the Secured Borrower Obligations are outstanding outstanding, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Guaranty and Second Lien Collateral Agreement (Rex Energy Corp)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorDischarge of Secured Obligations shall have occurred, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Collateral Agent or the any other Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyCollateral Agent, no Grantor, during prior to the period in which any Discharge of the Secured Obligations are outstanding Obligations, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by itit in respect of the Grantor Claims.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Rex Energy Corp)

Liens Subordinate. Each Grantor Obligor agrees that, that until the Release Date with respect to such GrantorSecurity Termination, any Liens securing payment of the Subsidiary Grantor Obligor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured ObligationsIndebtedness, regardless of whether such encumbrances in favor of such Grantor Obligor, the Administrative Agent or the Secured Party any other Guaranteed Creditor presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no GrantorObligor, during the period in which any of the Secured Obligations Indebtedness is outstanding or the Commitments are outstanding in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Obligor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien securing payment of the Obligor Claims held by it.

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (Linn Energy, LLC)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorDate, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor or Grantor, the Secured Party or other Holder presently exist or are hereafter created or attach. Without the prior written consent of the Secured Party, no Grantor, during the period in which any of the Secured Obligations are outstanding shall (a) exercise or enforce any creditor’s 's right it may have against any debtor in respect of the Subsidiary Grantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s 's relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Security Agreement (National Coal Corp)

Liens Subordinate. Each Grantor Guarantor agrees that, until the Release Date with respect to such GrantorPayment in Full, any Liens securing payment of the Subsidiary Grantor Guarantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Guarantor, the Administrative Agent or the Secured Party any Guaranteed Creditor presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no GrantorGuarantor, during the period in which any of the Secured Obligations is outstanding or the Aggregate Commitments are outstanding in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Guarantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Guaranty Agreement (Exterran Holdings Inc.)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorPayment in Full, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Collateral Agent or the any other Secured Party presently exist or are hereafter created or attach. Without Prior to Payment in Full, without the prior written consent of the Secured PartyCollateral Agent (acting at the direction of the Lender), no Grantor, during the period in which any of the Secured Obligations are outstanding Grantor shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Applied Digital Corp.)

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Liens Subordinate. Each Grantor Debtor agrees that, that until the Release Date with respect to such GrantorSecurity Termination, any Liens securing payment of the Subsidiary Grantor Debtor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Debtor, Administrative Agent or the any other Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no GrantorDebtor, during the period in which any of the Secured Obligations is outstanding or the Commitments are outstanding in effect, shall (ax) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Debtor Claims, or (by) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien securing payment of the Debtor Claims held by it.

Appears in 1 contract

Samples: Security Agreement (Berry Petroleum Corp)

Liens Subordinate. Each The Borrower and each Grantor agrees agree that, until the Release Date with respect to such GrantorDate, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of the Borrower or such Grantor or the Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured Party, no Grantorneither the Borrower nor any Grantor shall, during until the period in which any of the Secured Obligations are outstanding shall Release Date, (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hydrocarb Energy Corp)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorObligations are paid in full in cash, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Trustee or the any Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyTrustee, no Grantor, during the period in which any of the Secured Obligations are outstanding outstanding, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Collateral Agreement (Rex Energy Corp)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorObligations are paid in full, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Collateral Agent or the any other Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyCollateral Agent, no Grantor, during the period in which any of the Secured Obligations are outstanding outstanding, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Purchase Agreement (Goodrich Petroleum Corp)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorObligations are paid in full, any Liens securing payment of the Subsidiary Grantor Guarantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Administrative Agent or the any other Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no Grantor, during the period in which any of the Secured Obligations are outstanding outstanding, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Guarantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Assumption Agreement (Rosetta Resources Inc.)

Liens Subordinate. Each Grantor agrees that, until the Release Date with respect to such GrantorPayment in Full, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor Grantor, the Administrative Agent or the any Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured PartyAdministrative Agent, no Grantor, during the period in which any of the Secured Obligations is outstanding or the Aggregate Commitments are outstanding in effect, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Appears in 1 contract

Samples: Collateral Agreement (Exterran Holdings Inc.)

Liens Subordinate. Each Grantor agrees that, until all the Release Date with respect to such GrantorObligations are indefeasibly paid in full in cash, any Liens securing payment of the Subsidiary Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Grantor or Grantor, the Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Secured Party, no Grantor, during the period in which any of the Secured Obligations are outstanding shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Subsidiary Grantor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by itit as security for the Grantor Claims.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Voyant International CORP)

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