Second Priority Creditors Sample Clauses

Second Priority Creditors. The Secured Parties are hereby designated “Second Priority Creditors” for all purposes under and as defined in the Intercreditor Agreement and the Security Instruments are hereby designated “Second Priority Security Instruments” for all purposes under and as defined in the Intercreditor Agreement.
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Second Priority Creditors. Each holder of any Debenture agrees that (i) the interests of the holders of Senior Notes, the holders of Senior Subordinated Notes and the creditors under the Bank Credit Facility, including their interests in any payments to be made from the proceeds of any sale or other perfection or creation of any security interests or Liens in the Shared Collateral on behalf of any Secured Creditor or the incurrence of any such Notes or Indebtedness, shall be prior to the interests of the holders of the Debentures in the Shared Collateral, including their interests in any such payments, to the extent and in the manner provided in Section 6.3 (and from time to time shall execute and deliver any instruments or agreements as may be reasonably necessary or desirable to confirm the same), (ii) at all times that a Default under the Senior Notes or Senior Note Indenture, Senior Subordinated Notes or Senior Subordinated Note Indenture or Bank Credit Facility has occurred and is continuing, the holders of the Debentures shall refrain from taking any action to foreclose upon, acquire title to (by bidding in at foreclosure or otherwise), take possession of, liquidate or otherwise proceed against any of the Shared Collateral, and (iii) in the event that the Company is required to effect the Mortgage Amounts Adjustment, the interests of the holders of the Senior Notes, the Senior Subordinated Notes and the creditors under the Bank Credit Facility in the Mortgaged Amount, including, without limitation, in any increase resulting from such Mortgage Amounts Adjustment, shall remain and be prior to the second priority interests of the holders of the Debentures in any such increase and increased Mortgaged Amount (and from time to time shall execute and deliver any instruments or agreements as may be reasonably necessary or desirable to confirm the same).
Sample 1
Second Priority Creditors. Each holder of any Debenture agrees that (i) the interests of the holders of Senior Notes and the holders of Senior Subordinated Notes, including their interests in any payments to be made from the proceeds of any sale or other perfection or creation of any security interests or liens in the Note/Debenture Collateral on behalf of any Secured Party shall be prior to the interests of the holders of the Debentures in the Note/Debenture Collateral, including their interests in any such payments, to the extent and in the manner provided in Section 2.3, (and from time to time shall execute and deliver any instruments or agreements as may be reasonably necessary or desirable to confirm the same) and (ii) at all times that a Default under the Senior Notes or Senior Note Indenture or Senior Subordinated Notes or Senior Subordinated Note Indenture has occurred and is continuing, absent the consent of the holders of a majority of the aggregate principal amount of each of the Senior Notes outstanding and the Senior Subordinated Notes outstanding, the holders of the Debentures shall refrain from taking any action to foreclose upon, acquire title to (by bidding in at foreclosure or otherwise), take possession of, liquidate or otherwise proceed against any of the Note/Debenture Collateral.
Sample 1
Second Priority Creditors. Each holder of any Debenture agrees that (i) the interests of the holders of Senior Notes and the holders of Senior Subordinated Notes, including their interests in any payments to be made from the proceeds of any sale or other perfection or creation of any security interests or Liens in the Collateral on behalf of any Secured Party shall be prior to the interests of the holders of the Debentures in the Collateral, including their interests in any such payments, to the extent and in the manner provided in Section 6.03 (and from time to time shall execute and deliver any instruments or agreements as may be reasonably necessary or desirable to confirm the same), and (ii) at all times that a Default under the Senior Notes or Senior Note Indenture and Senior Subordinated Notes or Senior Subordinated Note Indenture has occurred and is continuing, absent the consent of the holders of a majority of the aggregate principal amount of each of the Senior Notes outstanding and the Senior Subordinated Notes outstanding, the holders of the Debentures shall refrain from taking any action to foreclose upon, acquire title to (by bidding in at foreclosure or otherwise), take possession of, liquidate or otherwise proceed against any of the Collateral.
Sample 1

Related to Second Priority Creditors

  • Secured Creditors 14. (a) Merger Sub has no secured creditors and has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger; and

  • Secured Parties Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement.

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Priority Indebtedness The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Priority Indebtedness other than:

  • 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.

  • First Priority Security Interest The Administrative Agent, for the benefit of the Lenders, has a first priority perfected security interest in the collateral pledged by the Borrower pursuant to the Security Agreement.

  • Priority and Liens (a) Each of the Loan Parties (other than any Loan Party that is not a Debtor) hereby covenants and agrees that upon the entry of an Interim Order (and when applicable, the Final Order) its obligations hereunder and under the Loan Documents and under the US Secured Agreements: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim in the Cases (but excluding a claim on Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a valid, binding, continuing, enforceable perfected first priority Lien (that is subject to the terms of the Intercreditor Agreement) on all of the property of such US Loan Parties, whether now existing or hereafter acquired, that is not subject to valid, perfected, non-voidable liens in existence at the time of commencement of the Cases or to valid, non-voidable liens in existence at the time of such commencement that are perfected subsequent to such commencement as permitted by Section 546(b) of the Bankruptcy Code (limited, in the case of voting equity interests of CFC’s, to 65% of such voting equity interests), and on all of its cash maintained in the L/C Cash Deposit Account and any investment of the funds contained therein, provided that amounts in the L/C Cash Deposit Account shall not be subject to the Carve-Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected junior Lien upon all property of such US Loan Parties, whether now existing or hereafter acquired, that is subject to valid, perfected and non-voidable Liens in existence at the time of the commencement of the Cases or that is subject to valid Liens in existence at the time of the commencement of the Cases that are perfected subsequent to such commencement as permitted by Section 546(b) of the Bankruptcy Code (other than certain property that is subject to the existing Liens that secure obligations in respect of the Existing Second Lien Debt, which liens shall be primed by the liens described in the following clause (iv)); and (iv) pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all of the property of such US Loan Parties that is subject to the existing liens (the “Primed Liens”) which secure the Existing Second Lien Debt, all of which Primed Liens shall be primed by and made subject and subordinate to the perfected first priority senior Liens to be granted to the Agent, which senior priming Liens in favor of the Agent shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens in respect of any of the Primed Liens (i) through (iv) above, subject in each case to the Carve-Out and as set forth in the Orders.

  • Security Interest and Collateral In order to secure the payment and performance of the Secured Obligations, the Debtor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property (hereinafter collectively referred to as the “Collateral”): SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

  • Priority Debt The Company will not permit Priority Debt to exceed 15% of Consolidated Total Assets (as of the end of the Company’s then most recently completed fiscal quarter) at any time.

  • Notes Collateral Agent (a) The Company and each of the Holders by acceptance of the Notes hereby designates and appoints the Notes Collateral Agent as its agent under this Indenture, the Collateral Documents and the Intercreditor Agreements, and the Company and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 18.07. Each Holder agrees that any action taken by the Notes Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Collateral Documents and the Intercreditor Agreements, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents and the Intercreditor Agreements to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Company or any Note Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Collateral Documents and the Intercreditor Agreements or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

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