Security Interest Priorities. Notwithstanding (a) the date, manner or order of perfection of the security interests and liens granted in favor of Creditors, (b) the provisions of the UCC or any other applicable laws or decisions, (c) the provisions of any contract or Financing Document in effect between either Creditor, on the one hand, and Borrower or any Borrower Affiliate, on the other, and (d) whether either Creditor or any agent or bailee thereof holds possession of any part or all of the Shared Collateral, the following, as among Creditors, will be the relative priority of the perfected security interests and liens of Creditors in the Shared Collateral: 2.1 Lender and Trustee agree that such parties’ interests in and to the Shared Collateral are pari passu and of equal priority. 2.2 For so long as there is any Credit Facility Indebtedness outstanding or any commitment by Lender to provide financing remains, the Trustee shall not deem or declare any future or prospective event or circumstances to be an Event of Default with respect to Bonds or the Loan (collectively “Prospective Default”), or demand or accelerate the Bonds or the Loan based on such Prospective Default, or commence any action or proceeding against Borrower to recover all or any part of the Bonds or the Loan on account of the Shared Collateral based on such Prospective Default unless Lender shall consent to the Trustee’s declaration of a Prospective Default. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the Trustee in declaring an Event of Default under the Bond Documents based on a current breach of the terms of such Bond Documents subject to the Lender’s right to cure such Event of Default provided in Section 4.1 below. 2.3 Upon a default or event of default under the Financing Documents or any of them except as set forth under subparagraph (iii) below, Lender and Trustee agree that neither shall exercise any right, power or remedy with respect to the Shared Collateral without the prior written consent of the other Creditor except that: (i) Trustee may exercise all rights and remedies available to it under the Bond Documents (or any of them) not relating to the Shared Collateral without the prior written consent of Lender; (ii) Lender may exercise all rights and remedies available to it under the Credit Facility Documents (or any of them) not relating to the Shared Collateral without the prior written consent of Trustee; and (iii) Lender may at any time, irrespective of whe...

Security Interest Priorities. Notwithstanding (a) the date, manner or order of attachment or perfection of the security interests and Liens granted in favor of the Revolving Credit Lender, on the one hand, or the Collateral Agent acting on behalf of the Purchasers, or the Purchasers, on the other hand, (b) the provisions of the UCC or any other applicable law or judicial decisions, (c) the provisions of any contract or Financing Document in effect between either Creditor Group, on the one hand, and the Debtor or any Subsidiary thereof, on the other, and (d) whether either Creditor Group or any agent or bailee thereof holds possession of any part or all of the Collateral, the following, as between the Revolving Credit Lender, the Purchasers, and the Collateral Agent, shall be the relative priority of the perfected security interests and Liens of the Creditors in the Collateral: a. The Revolving Credit Lender shall have a first priority security interest in the Revolving Credit Collateral to the extent of the Revolving Credit Claims, and the Collateral Agent, as agent on behalf of the Purchasers, shall have a second priority security interest therein to the extent of the Note Claims. b. The Collateral Agent, as agent on behalf of the Purchasers, shall have a first priority security interest in the Note Collateral to the extent of the Note Claims, and the Revolving Credit Lender shall have a second priority security interest therein to the extent of the Revolving Credit Claims. For the 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. The priorities set forth herein are solely for the purpose of establishing the relative rights of the Creditor Groups and there are no other persons or entities who are intended to be benefitted or otherwise affected in any way by this Agreement.

Security Interest Priorities. Notwithstanding (a) the time, date, manner, method or order of the attachment and/or perfection of any mortgages, pledges, security interests or liens granted in favor of the Creditor or the Lender, in or on any collateral securing the Superior Debt, (b) the time or manner of the filing of the Lender's respective financing statements or mortgages, (c) the provisions of the UCC or any other applicable laws or court decisions, (d) the dating, executing or delivery of any document granting Creditor or Lender security interest and/or liens in or on any collateral, (e) the provisions of any contract or document in effect between the Creditor or Lender, on the one hand, and Borrower or any affiliate thereof, on the other, (f) the giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other security interests and (g) whether the Creditor or the Lender or any agent or bailee thereof holds possession of any part or all of any collateral the following, as among the Creditor and the Lender, shall be the relative priority of the security interests and liens of the Creditor and the Lender in the collateral securing the Superior Debt: (a) The liens, mortgages, pledges, security interests and rights that the Lender has or may have in the collateral securing the Superior Debt shall at all times be superior and prior to any lien or security interest of the Creditor therein. (b) All realizations upon the collateral securing the Superior Debt shall be first applied to the satisfaction of the Superior Debt, irrespective of whether at any time any part or all of the Superior Debt is due and payable, until the Superior Debt shall be fully, finally and indefeasibly paid in cash. (c) If any of the collateral securing the Superior Debt is received by the Creditor in violation of the terms of this Agreement, such collateral shall be promptly delivered by the Creditor to the Lender in the form received, except for the addition of any endorsement or assignment necessary to effect a transfer of all rights to the Lender, without the necessity of demand or request by the Lender. The Lender is irrevocably authorized to supply any required endorsement or assignment that may have been omitted. Until so delivered, any such collateral shall be held by the Creditor in trust for the Lender and shall not be commingles with other funds or property of the Creditor. (d) Lender may, at its option, during any period of default relating to the Superior De...

Security Interest Priorities. The following, as among Creditors, shall be the relative priority of the perfected security interests and liens of the Creditors in the Collateral: (a) Rockside shall have a first priority security interest in the Rockside Priority Collateral to the extent of the Rockside Claims and Royal Bank shall have a second priority security interest therein to the extent of the Royal Bank Claims subject to the Royal Bank's right to realize on its Royal Bank Priority Collateral before Rockside realizes on the Rockside Priority Collateral. (b) Royal Bank shall have a first priority security interest in the Royal Bank Priority Collateral to the extent of the Royal Bank Claims and Rockside shall have a second priority security interest therein to the extent of the Rockside Claims. For the 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. The priorities set forth herein are solely for the purpose of establishing the relative rights of the Creditors and there are no other persons or entities that are intended to be benefited in any way by this Agreement.

Security Interest Priorities. Notwithstanding (a) the date, manner or order of perfection of the security interests and liens granted in favor of Creditors, (b) the provisions of the UCC or any other applicable law or decisions that would provide for different priorities, (c) the provisions of any contract or Financing Document in effect between either Creditor, on the one hand, and Debtor, on the other, and (d) whether either Creditor or any agent or bailee thereof holds possession of any part or all of the Collateral, the following, as among Creditors, shall be the relative priority of the valid, perfected, and enforceable security interests and liens of Creditors in the Collateral: (i) The Bank Group shall have a first priority security interest in the Bank Group Priority Collateral to the extent of the Bank Group Claims, and the Foothill Group shall have a second priority security interest therein to the extent of the Foothill Group Claims. (ii) The Foothill Group shall have a first priority security interest in the Foothill Group Priority Collateral to the extent of the Foothill Group Claims, and the Bank Group shall have a second priority security interest therein to the extent of the Bank Group Claims. (iii) Each of the Foothill Group and the Bank Group shall have a security interest in the Equal Priority Collateral, to the extent of such Creditor's Claims, that is separate and distinct from, but of equal priority to, the other Creditor's security interest therein. For the 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. The priorities set forth herein are solely for the purpose of establishing the relative rights of the Creditors and, except as provided in Sections 17(a) or 17(c) hereof, there are no other persons or entities who are intended to be benefitted in any way by this Agreement.

Security Interest Priorities. (a) Notwithstanding (i) the time or order of attachment, the time, manner or order of perfection of the security interests and liens granted in favor of the Creditors, or the time or order of filing or recordation of any document or instrument, or other method of perfecting any security interest or lien of any Creditor, (ii) the provisions of the UCC or any other applicable law or decisions, (iii) the provisions of any contract or Financing Document (subject to the terms of this Agreement) in effect between either a Creditor, on one hand, and Xplore or any affiliate thereof, on the other hand, and (iv) whether either any Creditor or any agent or bailee of any Creditor holds possession of any part or all of the Collateral, and to the extent the Wistron Collateral overlaps with and is the same as the Phoenix Collateral, the security interest of Wistron in the Wistron Collateral shall rank senior to and have first priority over the security interest of the Phoenix Creditors in the Wistron Collateral. (b) Wistron hereby disclaims and waives any rights to or security interest in any of the Phoenix Collateral which does not constitute part of the Wistron Collateral, and acknowledges and agrees that the security interest of Phoenix in such Phoenix Collateral is superior and first in priority to any security interest which Wistron may have in such Phoenix Collateral. (c) For the purpose of the priorities established hereunder, 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. The priorities set forth herein are solely for the purpose of establishing the relative rights of the Creditors and there are no other persons or entities who are intended to be benefited in any way by this Agreement.

Related to Security Interest Priorities

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.
Security Interest Matters This Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Trust under this Agreement. Other than the security interest granted to the Trust under this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust under this Agreement or that has been terminated. The Depositor is not aware of any material judgment or tax lien filings against the Depositor. The security interest of the Seller in each Financed Vehicle has been validly assigned by the Depositor to the Trust. Neither the Depositor nor a custodian or vaulting agent thereof has communicated, nor will they communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.
Security Interest and Collateral To secure the payment and performance of the Obligations, Borrower hereby grants Lender a security interest (herein called the "Security Interest") in the following Collateral, whether now owned or hereafter acquired by Borrower and wherever located, and all products and proceeds thereof: (a) Crops, whether annual or perennial, whether grown, growing or to be grown, and whether harvested or unharvested, the products and proceeds thereof and stored grain (including all of the foregoing designated as inventory) and any negotiable or nonnegotiable documents, scale tickets and the like resulting from the storage thereof; also seed, fertilizer, chemicals, and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (b) Livestock (including livestock in gestation) and their young, products and proceeds and progeny thereof and produce thereof, including all livestock designated as inventory; also feed, medicines and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (c) All of Borrower’s equipment and machinery, and all accessions and attachments thereto and replacements and substitutions therefore (the Equipment). Borrower shall not remove any of the Collateral from locations disclosed in this Agreement, nor sell, convey or encumber said Collateral, provided, however, that Borrower may sell said Collateral or any part thereof if, and only if: (i) the proceeds of such sale are made payable jointly to Lender and Borrower if requested by Xxxxxx, it being specifically understood and agreed that all Obligations secured by the Collateral to the extent of the sale price shall be due and payable at the time of such sale; and (ii) Borrower sells the Collateral only to buyers listed on the Credit Application if required pursuant to the terms of Subsection 2(c) below.
Collateral; Security Interest (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed. (b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL": (i) all Mortgage Loans; (ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records; (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property; (v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing; (vi) all Cash Collateral; (vii) all Pledged Securities;
Security Interest (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles, including all Intellectual Property; (vi) all Instruments; (vii) all Inventory; (viii) all other Goods; (ix) all Investment Property; (x) all Letter-of-Credit Rights; (xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04; (xii) all books and records pertaining to the Article 9 Collateral; and (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets. (b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. (c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
Security Interests No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.
Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such U.S. Grantor, valid and enforceable Liens on such U.S. Grantor’s Security Collateral in favor of the ABL 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. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon obtaining and maintenance of “control” (as described in the Code) by the ABL Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Letter-of-Credit Rights and all Electronic Chattel Paper a security interest in which is perfected by “control,” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such U.S. Grantor’s Security Collateral in favor of the ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons, in each case other than Liens permitted to have priority pursuant to subsection 8.2 of the ABL Credit Agreement (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the ABL Collateral Agent, Administrative Agent, the applicable Collateral Representative or any Additional Agent, (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and 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. As used in this subsection 4.2.2(b), the following terms shall have the following meanings:
Security Interest in the Collateral To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Each Borrower shall xxxx its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall promptly provide Agent with written notice of all commercial tort claims, such notice to contain the case title together with the applicable court and a brief description of the claim(s). Upon delivery of each such notice, such Borrower shall be deemed to hereby grant to Agent a security interest and lien in and to such commercial tort claims and all proceeds thereof.
Perfection and Priority The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.
Security Interest in Collateral The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

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