Common use of Subordination of Liens and Security Interests Clause in Contracts

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release Liens. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminated, all liens and security interests of Subordinated Creditor in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent (for its benefit and the benefit of the Senior Lenders) in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent in the Collateral securing the Senior Debt. In the event that Agent releases or agrees to release any of its liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of the liens and security interests of Subordinated Creditor in such Collateral. In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6. 2.7 Application of Proceeds from Sale or other Disposition of the Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior Debt Documents or as otherwise consented to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated.

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release Liens. . i. Until the Senior Debt has been indefeasibly paid Paid in full Full, each Junior Creditor’s security interest in cash and all lending commitments under the Senior Debt Documents have terminated, all liens and security interests of Subordinated Creditor in Lien on the Collateral to secure the Junior Debt shall be and hereby are subordinated subordinate for all purposes and in all respects to the liens and Senior Creditor’s security interests in and Liens on the Collateral to secure the Senior Debt, regardless of Agent (for its benefit and the benefit order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a Lien. The Lien priorities set forth in the immediately preceding sentence shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of any of the Senior Lenders) Debt or the Junior Debt, by any failure to perfect the Senior Creditor’s security interest in the Collateral, regardless the subordination of the timeSenior Creditor’s Lien on the Collateral, manner the avoidance or order invalidation of the Senior Creditor’s Lien or by any other action or inaction which the Senior Creditor may take or fail to take in respect of the Collateral. ii. Each of the Senior Creditor and each Junior Creditor shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral. This Agreement is intended solely to govern the respective Lien priorities as between the Senior Creditor and the Junior Creditors and shall not impose on the Senior Creditor or any such liens and security interestsJunior Creditor any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other governmental authority or any applicable law. Subordinated Each Junior Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Loan Documents, or the liens and security interests of Agent the Senior Creditor in the Collateral securing the Senior Debt. iii. Notwithstanding anything to the contrary contained in any agreement between any Junior Creditor and any Borrower, until the Senior Debt has been Paid in Full, only the Senior Creditor shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, release or other disposition of the Collateral or take any action with respect to the Collateral without any consultation with or the consent of any Junior Creditor. In the event that Agent the Senior Creditor releases or agrees to release any of its liens Liens or security interests in any portion of the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated each Junior Creditor shall (promptly consent to such sale or shall cause its agent) to other disposition and promptly execute and deliver to Agent the Senior Creditor such consent to such sale other disposition, termination statements and releases as Agent the Senior Creditor shall reasonably request to effect the release of the liens and security interests of Subordinated such Junior Creditor in such Collateral. In furtherance of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6. 2.7 Application of Proceeds from Sale or other Disposition of the Collateral. In the event of any sale, transfer transfer, or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior Debt Loan Documents or as otherwise consented to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid has been Paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminatedFull.

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release Liens. Until Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens and security interests of Junior Lender in the Collateral, until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminatedcash, all liens any Liens and security interests of Subordinated Creditor the Junior Lender in the Collateral which may exist from time to time (whether the same exist in breach of this Agreement or otherwise) shall be and hereby are subordinated for all purposes and in all respects to the liens Liens and security interests of the Senior Agent (for its benefit and the benefit of the Senior Lenders) Lenders in the Collateral, regardless of the time, manner manner, perfection or order of perfection of any such liens Liens and security interests. Subordinated Creditor The Junior Lender, on behalf of itself and the Junior Creditors, agrees that it will not, and will not cause or support any other Person to, at any time contest contest, seek to avoid or subordinate the validity, perfection, priority priority, extent or enforceability of the Senior Debt, the Senior Debt Documents, this Agreement or the liens any Liens and security interests of the Senior Agent and the Senior Lenders in the Collateral securing the Senior Debt. In the event The Junior Lender agrees that Agent releases or agrees to release it will not acquire any of its liens Lien on or security interests interest in any property or asset unless the Collateral Senior Agent, for the benefit of the Senior Lenders, has a senior, valid, perfected and enforceable Lien on and security interest in connection such property or asset pursuant to the Senior Loan Documents. Subject to compliance with the sale terms of this Agreement, the Senior Agent, on behalf of itself and the Senior Lenders, agrees that it will not, and will not cause or support any other disposition thereof Person to, at any time contest, or seek to avoid the validity, perfection, priority, extent or enforceability of the Subordinated Debt, the Subordinated Debt Documents, this Agreement or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of the liens Liens and security interests of the Junior Lender in the Collateral securing the Subordinated Creditor Debt permitted hereunder. The Senior Agent agrees that it will not acquire any Lien on or security interest in any property or asset unless the Junior Lender is permitted to obtain valid, perfected and enforceable Lien on and security interest in such Collateral. In furtherance of property or asset pursuant to the foregoingSubordinated Debt Documents, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-factand is also expressly permitted, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6. 2.7 Application of Proceeds from Sale Agreement, to obtain a Lien on and security interest in such property or other Disposition of asset, subordinate only to the Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms Liens of the Senior Debt Documents or as otherwise consented Agent pursuant to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminatedDocuments.

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release any Liens. (a) Each Subordinated Lender hereby acknowledges, agrees, represents and warrants that, except for the Subordinated Xxxxxx Xxxx, none of the Subordinated Indebtedness nor any portion thereof is, as of the date hereof or at any time in the future shall be, secured by any lien or security interest in any of the Collateral, the equity interests in any Credit Party that are included in the Collateral or any other asset of a Credit Party, or guaranteed by any Credit Party. Until Without limiting the foregoing, until the Senior Debt has been indefeasibly paid Paid in full in cash and all lending commitments under the Senior Debt Documents have terminatedFull, all liens and security interests of Subordinated Creditor Lender in the Collateral (including any Subordinated Lender Lien) shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent (for its benefit and the benefit of the Senior Lenders) Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests. interests and regardless of any failure, whether intervening or continuing, of Senior Lenders’ liens and security interests to be perfected; provided, however, that each of the parties hereto acknowledges and agrees that, except for the Subordinated Creditor Xxxxxx Xxxx, the existence of any lien or security interest of any Subordinated Lender on the Collateral would constitute an automatic and immediate Event of Default under the Senior Loan Agreement and a breach of this Agreement. (b) Each Subordinated Xxxxxx agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Loan Documents, or the liens and security interests of Senior Lenders in the Collateral securing the Senior Debt. (c) Each Senior Lender agrees that it will not at any time contest the validity, perfection, or enforceability of the Subordinated Indebtedness, the Subordinated Debt Documents, or the liens and security interests of Agent Subordinated Lenders in the Collateral securing the Senior Debt. In Subordinated Indebtedness so long as the event that Agent releases or agrees to release any existence of its liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of the liens and security interests of Subordinated Creditor in such Collateral. In furtherance favor of the foregoing, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in Lenders are not prohibited by the place and stead terms of Subordinated Creditor and in this Agreement or the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section Senior Loan Documents. 2.6. 2.7 Application Agent to be First of Proceeds from Sale or other Disposition of the CollateralRecord. In the event of any saleUntil such time that Senior Lenders have been Paid in Full, transfer or other disposition (including Agent shall have a casualty loss or taking through eminent domain) of first priority perfected security interest in the Collateral, as evidenced by the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms order of the Senior Debt Documents or as otherwise consented to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminatedrecorded UCC financing statements on record against Company.

Subordination of Liens and Security Interests. Agreement Not to Contest; Agreement to Release Liens. Until Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens and security interests of Junior Lender in the Collateral, until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminatedcash, all liens any Liens and security interests of Subordinated Creditor the Junior Lender in the Collateral which may exist from time to time (whether the same exist in breach of this Agreement or otherwise) shall be and hereby are subordinated for all purposes and in all respects to the liens Liens and security interests of the Senior Agent (for its benefit and the benefit of the Senior Lenders) Lenders in the Collateral, regardless of the time, manner manner, perfection or order of perfection of any such liens Liens and security interests. Subordinated Creditor The Junior Lender, on behalf of itself and the Junior Creditors, agrees that it will not, and will not cause or support any other Person to, at any time contest contest, seek to avoid or subordinate the validity, perfection, priority priority, extent or enforceability of the Senior Debt, the Senior Debt Documents, this Agreement or the liens any Liens and security interests of the Senior Agent and the Senior Lenders in the Collateral securing the Senior Debt. In the event The Junior Lender agrees that Agent releases or agrees to release it will not acquire any of its liens Lien on or security interests interest in any property or asset unless the Collateral Senior Agent, for the benefit of the Senior Lenders, has a senior, valid, perfected and enforceable Lien on and security interest in connection such property or asset pursuant to the Senior Loan Documents. Subject to compliance with the sale terms of this Agreement, the Senior Agent, on behalf of itself and the Senior Lenders, agrees that it will not, and will not cause or support any other disposition thereof Person to, at any time contest, or seek to avoid the validity, perfection, priority, extent or enforceability of the Subordinated Debt, the Subordinated Debt Documents, this Agreement or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall reasonably request to effect the release of the liens Liens and security interests of the Junior Lender in the Collateral securing the Subordinated Creditor Debt permitted hereunder. The Senior Agent agrees that it will not acquire any Lien on or security interest in any property or asset unless the Junior Lender is permitted to obtain valid, perfected and enforceable Lien on and security interest in such Collateral. In furtherance of property or asset pursuant to the foregoingSubordinated Debt Documents, Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-factand is also expressly permitted, with full authority in the place and stead of Subordinated Creditor and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor may be required to deliver pursuant to this Section 2.6. 2.7 Application of Proceeds from Sale Agreement, to obtain a Lien on -12- and security interest in such property or other Disposition of asset, subordinate only to the Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms Liens of the Senior Debt Documents or as otherwise consented Agent pursuant to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminatedDocuments.

Subordination of Liens and Security Interests. Agreement Not to ContestAGREEMENT NOT TO CONTEST; Agreement to Release LiensAGREEMENT TO RELEASE LIENS. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Debt Documents have terminated(or other consideration acceptable to Agent in its sole discretion), all liens and security interests of the Subordinated Creditor Creditors in the Collateral shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent (for its benefit and the benefit of the Senior Lenders) Lenders in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interestsinterests and whether such liens and security interests of Agent are set aside, avoided or unperfected. Each Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Lenders in the Collateral securing the Senior Debt. In the event that Agent releases or agrees Senior Lenders release or agree to release any of its their liens or security interests in the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold sold, disposed of or retained pursuant to a foreclosure or similar action, each Subordinated Creditor shall (or shall cause its agentagent to) to promptly deliver (and execute and deliver as appropriate) to Agent such termination statements and releases as Agent shall reasonably request to effect the termination or release of the liens and security interests of such Subordinated Creditor in such CollateralCollateral so long as (A) the net proceeds of such sale, disposition, foreclosure or similar action are applied to the permanent payment of the Senior Debt, (B) any proceeds from such sale or other disposition received by the Agent in excess of the Senior Debt Limit shall be promptly delivered to the Subordinated Creditors (subject to any prior rights of third parties) and (C) such release by the Subordinated Creditors shall not extend to the proceeds from such sale or other disposition. In furtherance of the foregoing, each Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, to deliver (and execute and deliver as appropriate) any document or instrument which such Subordinated Creditor may be required to deliver pursuant to this Section subsection 2.6. 2.7 Application of Proceeds from Sale or other Disposition of the Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior Debt Documents or as otherwise consented to by Agent and the Senior Lenders until such time as the Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated.