Common use of Priority of Security Interests Clause in Contracts

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. Notwithstanding Any Lien which heretofore or hereafter may have been (ior may be) the time, order, manner or method of creation, attachment or perfection of the respective Security Interests and/or Liens granted to any Secured Party Subordinator by Borrower, or retained or reserved by Subordinator in or on Borrower Property (excluding the stock of CHI pledged to Subordinator pursuant to the CHI Stock Pledge), shall be and remain junior, inferior and subordinate to any Lien heretofore or hereafter granted to or retained or reserved by Lender in or on Lender Collateral, and any Lien of Lender in or on Lender Collateral shall be superior to and have priority over any and all Liens of the property Subordinator therein or assets thereon, irrespective of the Grantors, (iia) the time or manner order of attachment, or the filing time or order of the financing statements reflecting such Security Interestsperfection of Liens, (iiib) whether any Secured Party the time of filing or any bailee recording financial statements, mortgages or agent thereof holds other agreements or documents, (c) the time of giving or failure to give notice of acquisition of purchase money or other Liens, (d) the taking of possession of any Borrower Property by Lender or all of the property or assets of the GrantorsSubordinator, (ive) the datingorder in which any loan, execution advance or delivery extension of credit included in the Senior Liabilities or the Subordinated Liabilities is made, or (f) any agreementother matter whatsoever. The subordination and postponement of priority, document or instrument granting any Secured Party Security Interests and/or operation and effect of Subordinator's Liens in the Lender Collateral provided for herein shall have the same force and effect as though Lender's Liens in or on any or all of the property or assets of the Grantors Lender Collateral attached and (v) any provision of the UCC or any other applicable law were perfected prior to the contrarytime Subordinator's Liens attached thereto or thereon and were perfected, (yand shall be effective even though Lender's Liens may not have been perfected. Nothing contained in this Section 4 is intended or shall be deemed or construed to waive the provisions of Section 2(b) above or in any and all Security Interests, Liens, rights and interests event permit the grant by Borrower of the Senior Indenture Trustee and/or holders of Senior Notes, whether now or hereafter arising and howsoever existing, in or any Lien on any or all of Borrower Property to Subordinator (which is, presently, expressly prohibited under the CollateralLoan Agreement), shall be and hereby are subordinated to any and all Security Interests, Liens, rights and interests of the Administrative Agent in except as 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, extent consented to by Lender 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 hereinsuch Section 2(b).

Priority of Security Interests. Notwithstanding (i) the time, order, manner or method of creation, attachment or perfection of the respective Security Interests security interests and/or Liens 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 Interestssecurity 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 security interests and/or Liens 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 Interestssecurity interests, Liensliens, rights and interests of the Senior Parent, Indenture Trustee and/or holders of the 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 Interestssecurity interests, Liensliens, 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 Lender 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, security interest and no claimed right of setoff shall be asserted to defeat or diminish the rights or priorities provided for herein. THE COLLATERAL ACCOUNT. There has been established by the Collateral Trustee and, at all times hereafter until the trusts created by this Agreement shall have terminated, there shall be maintained with the Collateral Trustee at its offices in Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx North, Wilmington, Delaware 19890, an account which is entitled the "Collateral Account" (herein called the "Collateral Account"). All moneys received by the Collateral Trustee with respect to all or any part of the Collateral between the receipt by the Collateral Trustee of any Notice of Actionable Default and the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Trustee in accordance with the terms of Section 4.5 of this Agreement. To the extent not distributed pursuant to the terms of Section 4.5 of this Agreement, all moneys received by the Collateral Trustee with respect to all or any part of the Collateral between the receipt by the Collateral Trustee of any Notice of Actionable Default and the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) shall be delivered to FNV Capital following the withdrawal, if any, of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b). All moneys received by the Collateral Trustee with respect to all or any part of the Collateral either (i) prior to the Collateral Trustee's receipt of a Notice of Actionable Default or (ii) after the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) and prior to the Collateral Trustee's receipt of any additional Notice of Actionable Default, shall be delivered to FNV Capital.

Priority of Security Interests. Notwithstanding Irrespective of (ia) the time, order, manner or method of creation, attachment or perfection of the respective Security Interests security interests and/or Liens liens granted to any Secured Party Trustee or Short Term Lender in or on any or all of the property or assets of the GrantorsDebtor, (iib) the time or manner of the filing of the their respective financing statements reflecting such Security Interestsstatements, (iiic) whether any Secured Party Trustee or Short Term Lender or any bailee or agent thereof holds possession of any or all of the property or assets of the GrantorsDebtor, (ivd) the dating, execution or delivery of any agreement, document or instrument granting any Secured Party Security Interests Trustee or Short Term Lender security interests and/or Liens liens in or on any or all of the property or assets of Debtor, (e) the Grantors giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other security interests and (vf) any provision of the UCC or any other applicable law to the contrary, (y) any and all Security Interestssecurity interests, Liensliens, rights and interests of the Senior Indenture Trustee and/or holders of Senior NotesTrustee, whether now or hereafter arising and howsoever existing, in or on any or all of the Collateral, Short Term Loan Collateral shall be and hereby are subordinated to any and all Security Interestssecurity interests, Liensliens, rights and interests of the Administrative Agent Short Term Lender in and to the Short Term Loan Collateral as security for the Short Term Indebtedness. Trustee shall have no right to take any action with respect to the Short Term Loan Collateral, whether by judicial or non-judicial foreclosure, notification to Debtor’s account debtors, the seeking of the appointment of a receiver for any portion of Debtor’s property or assets or otherwise, or to take possession of any of the Short Term Loan Collateral, unless and (z) any until all of Short Term Indebtedness shall have been fully, finally and indefeasibly paid in cash and all Security Interests, Liens, rights financing arrangements and interests of the Junior Indenture Trustee and/or holders of Junior Notes, whether now or hereafter arising commitments between Debtor 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 CollateralShort Term Lender have been terminated. 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, 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. (a) Notwithstanding (i) any statement or term contained in the Credit Agreement or any of the other Loan Documents or the Ingram Documents or any other agreement with the Obligors to the contrary; (ii) the time, order, manner order or method of creation, attachment or perfection of the respective Security Interests and/or Liens security interests granted thereby or the time or order of filing or recording of any financing statements or other lien or security interests; or (iii) anything contained in any filing or agreement to any Secured Party in which Xxxxx Fargo or on any Ingram may now or hereafter be a party, until such time as all of the property or assets Xxxxx Fargo Indebtedness shall have been Paid in Full and all financing arrangements among the Obligors and Xxxxx Fargo shall have been terminated, the priority 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 NotesIngram and Xxxxx Fargo, whether now or hereafter arising and howsoever existing, is as follows: (A) Except as otherwise expressly set forth herein, Xxxxx Fargo shall have a first priority security interest in or on any or all of Xxxxx Fargo Collateral other than the CollateralIngram Inventory and Ingram shall have a second priority security interest in all Xxxxx Fargo Collateral other than the Ingram Inventory, which second priority security interest shall be subordinate and hereby are subordinated to any and all Security Interests, Liens, rights and interests of the Administrative Agent in and junior to the Collateral, security interest of Xxxxx Fargo; (B) Ingram shall have a first priority security interest in the Ingram Inventory and (z) any and all Security Interests, Liens, rights and interests of Xxxxx Fargo shall have a second priority security interest in 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. Ingram Inventory; For purposes of the foregoing allocation of prioritiesforegoing, any claim of a right of setoff setoff, or lien of judgment, execution or levy, shall be treated in all respects as a Security Interest, security interest and no claimed right of setoff setoff, lien or judgment, execution or levy shall be asserted to defeat or diminish the rights or priorities provided for herein.

Priority of Security Interests. Notwithstanding (i) the ------------------------------ time, order, manner or method of creation, attachment or perfection of the respective Security Interests security interests and/or Liens 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 Interestssecurity 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 security interests and/or Liens 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 Interestssecurity interests, Liensliens, rights and interests of the Senior Parent, Indenture Trustee and/or holders of the 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 Interestssecurity interests, Liensliens, 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 Lender 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, 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. Notwithstanding (i) the time, order, manner or method of creation, attachment or perfection of the respective Security Interests security interests and/or Liens 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 Interestssecurity 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 security interests and/or Liens 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 the Collateral Trustee on behalf of itself and on behalf of the Senior Lenders and the Bank Administrative Agent shall have a first priority security interest in the Senior Priority Collateral. Any and all Security Interestssecurity interests, Liensliens, rights and interests of the 1992 Indenture Trustee, the 1996 Indenture Trustee, the Senior Note Indenture Trustee Trustee, the holders of the 1992 Notes, the holders of the 1996 Notes and/or holders of the Senior Notes, whether now or hereafter arising and howsoever existing, in or on any or all of the Shared Collateral, shall be and hereby are subordinated to any and all Security Interestssecurity interests, Liensliens, rights and interests of the Senior Lenders, the Collateral Trustee and the Bank 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 Priority 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, 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. Notwithstanding Irrespective of (ia) the time, order, manner or method of creation, attachment or perfection of the respective Security Interests security interests and/or Liens liens granted to any the Senior Secured Party Creditors and the Junior Secured Creditors in or on any or all of the property or assets of the GrantorsCollateral, (iib) the time or manner of the filing of the their respective financing statements reflecting such Security Interestsor other public filing documents, (iiic) whether any the Senior Secured Party Creditors or the Junior Secured Creditors, or any bailee or agent thereof thereof, holds possession of of, or has exercised control over, any or all of the property or assets of the GrantorsCollateral, (ivd) the dating, execution execution, authentication or delivery of any agreement, document or instrument granting any the Senior Secured Party Security Interests Creditors or the Junior Secured Creditors security interests and/or Liens liens in or on any or all of the property Collateral, (e) the giving or assets failure to give notice of the Grantors security interests or of the acquisition or expected acquisition of any purchase money or other security interest in Collateral, (f) the status of the Junior Secured Creditors as “purchasers” of the Collateral entitled to protection or priority with respect to the Collateral under the UCC, and (vg) any provision of the UCC or any other applicable law to the contrary, : (yi) any and all Security Interests, Liens, rights and interests Lien on the Collateral securing the First Lien Obligations (as hereinafter defined) now or hereafter held by or for the benefit of the Senior Indenture Trustee and/or holders Secured Creditors, regardless of Senior Noteshow acquired, whether now by grant, statute, operation of law, subrogation or hereafter arising and howsoever existing, in or on any or all of the Collateralotherwise, shall be senior in all respects and hereby prior to any Lien on the Collateral securing the Second Lien Obligations (as hereinafter defined). Without prejudice to the foregoing, all Liens on the Collateral securing the First Lien Obligations shall be and remain senior to all Liens on the Collateral securing the Second Lien Obligations for all purposes, whether or not such Liens securing the First Lien Obligations are subordinated to any and all Security Interests, Liens, rights and interests Lien securing any other obligation of the Administrative Agent in and to the Collateral, and Borrower; (zii) any and all Security Interests, Liens, rights and interests Lien on the Collateral securing the Second Lien Obligations now or hereafter held by or for the benefit of the Junior Indenture Trustee and/or holders Secured Creditors, regardless of Junior Noteshow acquired, whether now by grant, statute, operation of law, subrogation or hereafter arising and howsoever existing, in or on any or all of the Collateralotherwise, shall be junior and hereby are subordinated subordinate in all respects to any and all Security Interests, Liens, rights and interests of Liens on the Administrative Agent and Collateral securing the Senior Indenture Trustee and/or holders of Senior Notes in and to the Collateral. For First Lien Obligations; and (iii) for purposes of the foregoing allocation of priorities, any claim of a right of setoff set-off shall be treated in all respects as a Security Interest, security interest and no claimed right of setoff set-off shall be asserted to defeat or diminish the rights or priorities provided for herein.