Priority of Security Interests. Notwithstanding (i) the time, order, manner or method of creation, attachment or perfection of the respective Security Interests and/or Liens granted to any Secured Party in or on any or all of the property or assets of the Grantors, (ii) the time or manner of the filing of the financing statements reflecting such Security Interests, (iii) whether any Secured Party or any bailee or agent thereof holds possession of any or all of the property or assets of the Grantors, (iv) the dating, execution or delivery of any agreement, document or instrument granting any Secured Party Security Interests and/or Liens in or on any or all of the property or assets of the Grantors and (v) any provision of the UCC or any other applicable law to the contrary, (y) any and all Security Interests, Liens, rights and interests of the Senior Indenture Trustee and/or holders of Senior Notes, whether now or hereafter arising and howsoever existing, in or on any or all of the Collateral, shall be and hereby are subordinated to any and all Security Interests, Liens, rights and interests of the Administrative Agent in and to the Collateral, and (z) any and all Security Interests, Liens, rights and interests of the Junior Indenture Trustee and/or holders of Junior Notes, whether now or hereafter arising and howsoever existing, in or on any or all of the Collateral, shall be and hereby are subordinated to any and all Security Interests, Liens, rights and interests of the Administrative Agent and the Senior Indenture Trustee and/or holders of Senior Notes in and to the Collateral. For purposes of the foregoing allocation of priorities, any claim of a right of setoff shall be treated in all respects as a Security Interest, and no claimed right of setoff shall be asserted to defeat or diminish the rights or priorities provided for herein.
Priority of Security Interests. The security interests granted by Borrower to Lender are and shall be continuing and indefeasible first-priority security interests in the Collateral, subject to no Liens except for Liens permitted under Section 8.02 hereof.
Priority of Security Interests. Any Security Interest now or hereafter held by or for the benefit of the First Lien Secured Parties (or any of them) shall be senior in right, priority, operation, effect and all other respects to any and all Security Interests now or hereafter held by or for the benefit of the Second Lien Creditors (or any of them).
Priority of Security Interests. The Liens granted to the Administrative Agent in the Collateral (as defined in the applicable Pledge Agreement and Security Agreement) are first (subject to, on the Closing Date, Designated Permitted Liens, and thereafter, Permitted Liens, and other than motor vehicles, motor vehicle trailers, fixtures, Deposit Accounts (as defined in the Borrower Security Agreement) and investment property not constituting Capital Securities pledged pursuant to a Pledge Agreement) priority (or the local equivalent thereof) security interests and no Liens exist on any of the collateral described above other than the Liens created in favor of the Administrative Agent pursuant to a Loan Document and the Permitted Liens.
Priority of Security Interests. Irrespective of (a) the time, order manner or method of creation, attachment or perfection of the respective security interests and/or liens, if any, granted to or on behalf of Junior Creditor or Senior Creditor in or on any or all of the property or assets of Debtor, (b) the time or manner of the filing of their respective financing statements, (c) whether Junior Creditor or Senior Creditor or any other bailee or agent thereof holds possession of any or all of the property or assets of Debtor, (d) the dating, execution or delivery of any agreement, document or instrument granting Junior Creditor or Senior Creditor security interests and/or liens in or on any or all of the property or assets of Debtor, (e) the giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other security interests and (f) any provision of the UCC or any other applicable law to the contrary, any and all security interests, liens, rights and interests of Junior Creditor, whether now or hereafter arising and howsoever existing, in or on any or all of the Senior Creditor Collateral shall be and hereby are subordinated to any and all security interests, liens, rights and interests of Senior Creditor in and to the Senior Creditor Collateral. For purposes of the foregoing allocation of priorities, any claim of a right of setoff shall be treated in all respects as a security interest and no claimed right of setoff shall be asserted to defeat or diminish the rights or priorities provided for herein.
Priority of Security Interests. Each of the security interests granted by the GUARANTOR to the SECURED PARTIES pursuant to this AGREEMENT shall be a perfected first priority security interest in the COLLATERAL, except for PERMITTED LIENS which by operation of law or the written consent of the ADMINISTRATIVE AGENT constitute prior encumbrances.
Priority of Security Interests. The Security Agreement, together with the financing statements which have been filed in connection therewith have created valid first perfected security interests in the personal property of the Borrower described therein as collateral for all the Obligations subject to no prior Encumbrances.
Priority of Security Interests. Notwithstanding any contrary priority established by (a) the filing dates of their respective financing statements, (b) the recording dates of any other security perfection documents, or (c) which Lender has possession of any of the Collateral, the parties agree that the Lien of each Lender in the Collateral perfected or to be perfected by such Lender's Security Documents shall be of equal rank and priority to the other Lender's Liens in the same Collateral, and the Lien of each Lender in the Collateral shall be deemed an undivided Pro Rata security interest in all items of Collateral. The equality in priority and pari passu nature of the Lenders' Liens specified in this Agreement are applicable irrespective of: the time or order of attachment or perfection of security interests; the time or order of filing of any Security Documents; or the time of giving or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests. This Agreement applies only to Liens held by Lenders to secure Loans and other advances made under the Loan Agreements.
Priority of Security Interests. Notwithstanding anything contrary contained in this Agreement or any other Loan Document, the Borrower, the Agent and the Protected Parties acknowledge and agree that,
(a) any Liens on the Collateral regardless of how or when acquired, whether by grant, statute, operation of law, subrogation, purchase money obligations or otherwise that are granted to or held by,
(i) the Tranche A Lenders, other Protected Parties (other than the Tranche B Lenders and related Support Parties) or the Collateral Agent for the benefit of the Tranche A Lenders and such Protected Parties, shall be a “first” priority security interest and shall be senior to all other security interests, and
(ii) the Tranche B Lenders and related Support Parties or the Collateral Agent for the benefit of the Tranche B Lenders and such Support Parties, shall be a “second” priority security interest and shall be senior to all other security interests, but shall be fully junior, subordinated and subject to the Liens referenced in clause (a)(i) above, on the terms and conditions set forth in this Agreement and the other Loan Documents, and
(b) (i) the Liens of the Tranche A Lenders and the other Protected Parties (other than the Tranche B Lenders and related Support Parties) on the Collateral constitute Liens separate and apart (and of a different class and claim) from the Liens of the Tranche B Lender and related Support Parties on the Collateral and (ii) the Liens of the Tranche B Lenders and related Support Parties on the Collateral constitute Liens separate and apart (and of a different class and claim) from the Liens of the Tranche A Lenders and other Protected Parties (other than the Tranche B Lenders and related Support Parties), and
(c) the grants of security interests under each Security Document constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the Tranche A Lenders and the other Protected Parties (other than the Tranche B Lenders and related Support Parties), and one in favor of the Collateral Agent for the benefit of the Tranche B Lenders and related Support Parties. Notwithstanding any other provision of this Agreement (including the Lien priorities set forth herein), all proceeds from Collateral shall be applied against all or any part of the Obligations as set forth in Section 3.03(a) through (c).
Priority of Security Interests. The security interests granted in Section 4.1 by each Loan Party to Administrative Agent on behalf of Secured Parties are and shall be continuing and indefeasible first-priority security interests in the Collateral which may be perfected by filing under the UCC, subject to no Liens except for Liens permitted under Section 9.2.
