Pari Passu Liens Sample Clauses

Pari Passu Liens. Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien in favor of the Interim Notes Collateral Agent or the Pari Passu Collateral Agent in the Shared Collateral , and notwithstanding any conflicting provisions, terms or conditions of the UCC or any other applicable law or the Interim Notes Documents or the Pari Passu Indebtedness Documents or any other circumstance whatsoever, the Interim Notes Collateral Agent (on behalf of itself and the Interim Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) each hereby agree that any Lien on the Shared Collateral securing any or all of the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap) now or hereafter held by the Pari Passu Collateral Agent or any Pari Passu Lender and securing any or all of the Interim Notes Obligations now or hereafter held by the Interim Notes Collateral Agent or any Interim Notes Noteholder, will to be pari passu to one another, in each case, regardless of the time or order of attachment or perfection, and otherwise on the terms and in the manner set forth in this Agreement.
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Pari Passu Liens. Any Liens permitted by the terms of the Trust Indenture and the Collateral Agency Agreement to be on a parity with the Lien of this Mortgage may be on a parity with the Lien of this Mortgage only if such Lien and the Indebtedness, if any, secured thereby shall in all respects be in accordance with the provisions of the Collateral Agency Agreement and the Trust Indenture.
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Pari Passu Liens. (a) Notwithstanding (i) the date, time, method, manner or order of grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to any Secured Party Agent or any Secured Creditors in respect of all or any portion of the Shared Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of any other Secured Party Agent or any other Secured Creditors in any Shared Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any Secured Debt Documents, (iv) whether any Secured Party Agent, in each case either directly or through agents, holds possession of, or has control over, all or any part of the Shared Collateral, (v) the fact that any such Liens in favor of any Secured Party Agent or any Secured Creditors securing any of the Secured Obligations are (x) subordinated to any Lien securing any other obligation of any Credit Party or (y) otherwise subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature whatsoever, each Secured Party Agent, for and on behalf of itself and the Secured Creditors represented thereby, hereby agrees that any Lien in respect of all or any portion of the Shared Collateral now or hereafter held by or on behalf of any Secured Party Agent or any Secured Party Creditor that secures all or any portion of the Secured Obligations shall be pari passu and equal in priority in all respects with any Lien in respect of all or any portion of the Shared Collateral now or hereafter held by or on behalf of any other Secured Party Agent or any other Secured Creditor that secures all or any portion of the Secured Obligations. (b) The 2003 Credit Agent, for and on behalf of itself and the 2003 Creditors, acknowledges and agrees that, the 2009 Credit Agent, for the benefit of itself and the 2009 Creditors, has been granted Pari Passu Liens upon all of the Shared Collateral in which the 2003 Credit Agent has been granted Pari Passu Liens, and the 2003 Credit Agent hereby consents thereto. (c) The 2009 Credit Agent, for and on behalf of itself and the 2009 Creditors, acknowledges and agrees that, the 2003 Credit Agent, for the benefit of itself and the 2003 Creditors, has been grante...
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Pari Passu Liens. Mortgagor may granx x Xxxx xx all or any portion of the Vessel, which Lien (a "Pari Passu Encumbrance") shall, notwithstanding the date of filing, rank "equally and ratably with" or "pari passu" (as such terms are used herein or in the Indenture) with the Lien created by this Mortgage, provided all of the following conditions are satisfied: (i) the Lien is permitted by the terms of the Indenture to secure Indebtedness equally and ratably with or pari passu with the Notes; (ii) The instrument creating the applicable Lien (A) contains the following statement: "Pursuant to Section 3.11.2 of that certain First Preferred Vessel Mortgage dated as of December 30, 1997 from Fitzgeralds Mississippi, Inc., as Mortgagor, to The Bank of New York, as Mortgagee, the lien created by this instrument ranks equally and ratably with or pari passu with the lien created by said First Preferred Vessel Mortgage," and (B) provides for rights and remedies no greater than those contained in the Note Documents; and (iii) Mortgagor has complied with all other applicable terms and provisions of the Indenture. Mortgagee agrees to execute any additional documents which may be reasonably required to confirm and establish that the lien of any Pari Passu Encumbrance is pari passu with the Lien of this Mortgage; provided that, Mortgagee shall have no liability thereunder and all costs and expenses thereof shall be paid by Mortgagor.
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Pari Passu Liens. Notwithstanding the date, time, method, manner or order of grant, attachment, validity or perfection of any ABL Liens or any Facility Liens and notwithstanding any provision of the UCC, or any other applicable law or the ABL Documents or the Facility Documents, ABL Agent, on behalf of the ABL Secured Parties, and ABL Agent, on behalf of the ABL Secured Parties, hereby agree that: (a) any ABL Lien, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be pari passu in all respects with any Facility Lien; and (b) any Facility Lien, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be pari passu in all respects with any ABL Lien.
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Pari Passu Liens. Section 5.10 of the Credit Agreement is hereby amended by re-lettering paragraph (k) as paragraph (l) and adding new paragraph (k) as follows:
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Pari Passu Liens. Notwithstanding the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted in favor of the Pari Passu Security Agent, any Secured Creditor Representative or any other Secured Party over the Pari Passu Collateral (or any actual or alleged defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance of such Liens as a fraudulent conveyance or otherwise), the subordination of such Liens to any other Liens, 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, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Parent or any of its Subsidiaries, each Secured Creditor Representative, for itself and on behalf of each Secured Party represented by it, and each other Secured Party (by its acceptance of the Secured Debt Documents) hereby agrees that, as between themselves, (a) any Lien on the Pari Passu Collateral secured any Secured Obligations shall be of equal priority; and (b) the priority of claims on the Pari Passu Collateral shall be determined by reference to Section 5.02.
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Pari Passu Liens 
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Related to Pari Passu Liens

  • Pari Passu Obligations The Guarantor shall ensure that its obligations hereunder at all times constitute direct, general obligations of the Guarantor ranking at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness (other than Indebtedness that is preferred by mandatory provisions of law) of the Guarantor.

  • Pari Passu Ranking Each Obligor must ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

  • Pari Passu Guarantees The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement.

  • Pari Passu Notes Investor acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Notes. In the event Investor receives payments in excess of its pro rata share of the Company’s payments to the Investors of all of the Notes, then Investor shall hold in trust all such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.

  • Existing Debt; Future Liens (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of September 29, 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Debt or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Debt not permitted by Section 10.5. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company, except as disclosed in Schedule 5.15.

  • Junior Liens It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of the representation in paragraph (7) above), and equipment and other personal property financing. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1.

  • Notes Rank Pari Passu The obligations of the Company under this Agreement and the Notes rank pari passu in right of payment with all other senior unsecured Debt (actual or contingent) of the Company, including, without limitation, all senior unsecured Debt of the Company described in Schedule 5.15 hereto.

  • Permitted Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

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

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

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