Common use of Priority of Liens between Classes Clause in Contracts

Priority of Liens between Classes. Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Priority Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1) this Agreement and the other Security Documents create two separate and distinct Trust Estates and Liens: (i) the Senior Trust Estate and Priority Lien securing the payment and performance of the Priority Lien Obligations and (ii) the Junior Trust Estate and Junior Lien securing the payment and performance of the Junior Lien Obligations; and (2) any Liens on Collateral securing the Junior Lien Obligations now or hereafter held by the Collateral Agent for the benefit of the Junior Lien Secured Parties or held by any Junior Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Collateral securing the Priority Lien Obligations. For the avoidance of doubt, in the event that any Junior Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

Priority of Liens between Classes. Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior First Lien Obligations granted on the Collateral, of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the Priority Third Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Lien Secured Debt or the time of incurrence of any other Priority First Lien Obligation, Second Lien Obligation or Junior Third Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other GrantorGrantor (and during such Insolvency or Liquidation Proceeding), it is the intent of the parties that, and the parties hereto agree for themselves and the Junior First Lien Secured Parties, the Second Lien Secured Parties and Priority Third Lien Secured Parties represented by them that: (1) this Agreement and the other Security Documents create two three separate and distinct Trust Estates Liens securing three separate and Liensdistinct Classes of Obligations: (i) the Senior Trust Estate and Priority First Lien securing the payment and performance of the Priority First Lien Obligations and Obligations, (ii) the Junior Trust Estate and Junior Second Lien securing the payment and performance of the Junior Second Lien Obligations and (iii) the Third Lien securing the payment and performance of the Third Lien Obligations; and; (2) any Liens on Collateral securing the Junior Second Lien Obligations now or hereafter held by the Collateral Agent for the benefit of the Junior Second Lien Secured Parties or held by any Junior Second Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject subject, junior and subordinate to any Liens on Collateral securing any First Lien Obligation; and (3) any Liens on Collateral securing the Priority Third Lien ObligationsObligations now or hereafter held by the Collateral Agent for the benefit of the Third Lien Secured Parties or held by any Third Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject, junior and subordinate to (x) any Liens on Collateral securing any First Lien Obligation and (y) any Liens on Collateral securing any Second Lien Obligation. For the avoidance of doubt, in the event that any Junior Second Lien Secured Party or Third Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

Priority of Liens between Classes. Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior First Lien Obligations granted on the Collateral, of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the Priority Third Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Lien Secured Debt or the time of incurrence of any other Priority First Lien Obligation, Second Lien Obligation or Junior Third Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior First Lien Secured Parties, the Second Lien Secured Parties and Priority Third Lien Secured Parties represented by them that: (1) this Agreement and the other Security Documents create two three separate and distinct Trust Estates Liens securing three separate and Liensdistinct Classes of Obligations: (i) the Senior Trust Estate and Priority First Lien securing the payment and performance of the Priority First Lien Obligations and Obligations, (ii) the Junior Trust Estate and Junior Second Lien securing the payment and performance of the Junior Second Lien Obligations and (iii) the Third Lien securing the payment and performance of the Third Lien Obligations; and; (2) any Liens on Collateral securing the Junior Second Lien Obligations now or hereafter held by the Collateral Agent for the benefit of the Junior Second Lien Secured Parties or held by any Junior Second Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject subject, junior and subordinate to any Liens on Collateral securing any First Lien Obligation; and (3) any Liens on Collateral securing the Priority Third Lien ObligationsObligations now or hereafter held by the Collateral Agent for the benefit of the Third Lien Secured Parties or held by any Third Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject, junior and subordinate to (x) any Liens on Collateral securing any First Lien Obligation and (y) any Liens on Collateral securing any Second Lien Obligation. For the avoidance of doubt, in the event that any Junior Second Lien Secured Party or Third Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

Priority of Liens between Classes. Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Parity Lien Obligations granted on the Collateral or of any Liens securing the Priority Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Parity Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Parity Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other GrantorGuarantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Parity Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1a) this Agreement and the other Security Documents create two separate and distinct Trust Estates and Liens: (i) the Senior Trust Estate and Priority Lien securing the payment and performance of the Priority Lien Obligations and (ii) the Junior Trust Estate and Junior Parity Lien securing the payment and performance of the Junior Parity Lien Obligations; and (2b) any Liens on Collateral securing the Junior Parity Lien Obligations now or hereafter held by the Collateral Agent Trustee for the benefit of the Junior Parity Lien Secured Parties or held by any Junior Parity Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Collateral securing the Priority Lien Obligations. For the avoidance of doubt, in the event that any Junior Parity Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

Priority of Liens between Classes. (a) Notwithstanding anything else contained herein or in any other Security Collateral Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Priority First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority First Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority First Lien Obligation or Junior Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Lien Secured Parties and Priority First Lien Secured Parties represented by them that: (1i) this Agreement and the other Security Collateral Documents (other than, without limiting Section 2.08(g), any Shared Collateral Documents) create two separate and distinct Trust Estates and Liens: (i) the Senior Trust Estate and Priority First Lien securing the payment and performance of the Priority First Lien Obligations and (ii) the Junior Trust Estate and Junior Lien securing the payment and performance of the Junior Lien Obligations; and (2ii) any Liens on Collateral securing the Junior Lien Obligations now or hereafter held by the Collateral Agent Trustee for the benefit of the Junior Lien Secured Parties or held by any Junior Lien Secured Party, in each case, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Collateral securing the Priority First Lien Obligations. . (b) The administration, enforcement and distribution of enforcement proceeds among Secured Parties derived under or in connection with Shared Collateral Documents shall be governed by this Agreement, taking into account the preferences among First Lien Secured Parties and Junior Lien Secured Parties as set out herein (including in Section 3.04). (c) For the avoidance of doubt, in the event that any Junior Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

Priority of Liens between Classes. (a) Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Priority First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority First Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority First Lien Obligation or Junior Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Lien Secured Parties and Priority First Lien Secured Parties represented by them that: (1i) this Agreement and the other Security Documents (other than Swiss law governed Security Documents) create two separate and distinct Trust Estates and Liens: (i) the Senior Trust Estate and Priority First Lien securing the payment and performance of the Priority First Lien Obligations and (ii) the Junior Trust Estate and Junior Lien securing the payment and performance of the Junior Lien Obligations; and (2ii) any Liens on Collateral (other than such Liens governed by Swiss law) securing the Junior Lien Obligations now or hereafter held by the Collateral Agent Trustee for the benefit of the Junior Lien Secured Parties or held by any Junior Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Collateral securing the Priority First Lien Obligations. . (b) The administration, enforcement and distribution of enforcement proceeds among Secured Parties derived under or in connection with Shared Swiss Security Documents shall be governed by this Agreement, taking into account the preferences among First Lien Secured Parties and Junior Lien Secured Parties as set out herein. (c) For the avoidance of doubt, in the event that any Junior Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

Priority of Liens between Classes. Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the any Junior Lien Obligations granted on the Collateral or of any Liens securing the Priority Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Issuer or any other GrantorGuarantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Lien Secured Parties and Priority Lien Secured Parties represented by them that: : (1a) in the event that the Issuer grants any Junior Liens, this Agreement and the other Security Documents will create two separate and distinct Trust Estates and Liens: (i) the Senior Trust Estate and Priority Lien securing the payment and performance of the Priority Lien Obligations and (ii) the Junior Trust Estate and Junior Lien securing the payment and performance of the Junior Lien Obligations; and (2) any Liens on Collateral securing the Junior Lien Obligations now or hereafter held by the Collateral Agent for the benefit of the Junior Lien Secured Parties or held by any Junior Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Collateral securing the Priority Lien Obligations. For the avoidance of doubt, in the event that any Junior Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).26

Priority of Liens between Classes. (a) Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Priority First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority First Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority First Lien Obligation or Junior Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Company or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Lien Secured Parties and Priority First Lien Secured Parties represented by them that: (1i) this Agreement and the other Security Documents create two separate and distinct Trust Estates Security Interests and Liens: (i) the Senior Trust Estate Security Interest and Priority First Lien securing the payment and performance of the Priority First Lien Obligations and (ii) the Junior Trust Estate Security Interest and Junior Lien securing the payment and performance of the Junior Lien Obligations; and (2ii) any Liens on Collateral securing the Junior Lien Obligations now or hereafter held by the Collateral Agent for the benefit of the Junior Lien Secured Parties or held by any Junior Lien Secured Party, in each case, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Collateral securing the Priority First Lien Obligations. . (b) [Reserved]. (c) For the avoidance of doubt, in the event that any Junior Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

Priority of Liens between Classes. Notwithstanding anything else contained herein or in any other Security Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Parity Lien Obligations granted on the Collateral or of any Liens securing the Priority Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Parity Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Parity Lien Obligation or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations or the Parity Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Parity Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1) this Agreement and the other Security Documents create two separate and distinct Trust Estates and Liens: (i) the Senior Trust Estate and Priority Lien securing the payment and performance of the Priority Lien Obligations and (ii) the Junior Trust Estate and Junior Parity Lien securing the payment and performance of the Junior Parity Lien Obligations; and (2) any Liens on Collateral securing the Junior Parity Lien Obligations now or hereafter held by the Collateral Agent Trustee for the benefit of the Junior Parity Lien Secured Parties or held by any Junior Parity Lien Secured Party, in each case, whether by grant, possession, statute, operation of law, subrogation or otherwise, are subject and subordinate to any Liens on Collateral securing the Priority Lien Obligations. For the avoidance of doubt, in the event that any Junior Parity Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).