Common use of Subordination of Liens, Etc Clause in Contracts

Subordination of Liens, Etc. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Subordinated Obligations granted on the Collateral or of any Liens securing the Senior Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Subordinated Debt Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the Senior Obligations and/or Subordinated Obligations), each of the Trustee and the Subordinated Creditor hereby agrees that: (a) any Lien on Common Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Agent or any Senior Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on Common Collateral securing any of the Subordinated Obligations; and (b) any Lien on Common Collateral now or hereafter held by or on behalf of the Trustee, the Subordinated Creditor or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on Common Collateral securing any Senior Obligations. All Liens on Common Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on Common Collateral securing any Subordinated Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the Senior Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Subordinated Obligations (and the security therefor).

Subordination of Liens, Etc. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Subordinated Obligations granted on the Collateral or of any Liens securing the Senior Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Subordinated Debt Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the Senior Obligations and/or Subordinated Obligations), each of the Trustee and the Subordinated Creditor hereby agrees that: (a) any Lien on Common Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Agent or any Senior Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on Common Collateral securing any of the Subordinated Obligations; and (b) any Lien on Common Collateral now or hereafter held by or on behalf of the Trustee, the Subordinated Creditor or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, Table of Contents shall be junior and subordinate in all respects to all Liens on Common Collateral securing any Senior Obligations. All Liens on Common Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on Common Collateral securing any Subordinated Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the Senior Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Subordinated Obligations (and the security therefor).

Subordination of Liens, Etc. (a) Notwithstanding the date, manner or order of grant, attachment perfection or perfection recording of any Liens securing security interests or liens granted to the Subordinated Obligations granted on Bank Agent, the Collateral Lenders, the ACFS Agent, the Purchasers, or Travelers by the Debtor or any of its Subsidiaries which secure all or any Liens securing part of the Senior Obligations granted on the Collateral Obligations, and notwithstanding any provision provisions of the UCCUniform Commercial Code, or of any applicable law or decision, or of the Subordinated Debt Documents Security Documents, or whether any Beneficiary holds possession of all or any other circumstance whatsoever (including any non-perfection part of any Lien purporting to secure the Senior Obligations and/or Subordinated Obligations)Collateral, each party hereto agrees that the Bank Agent, for the benefit of itself, the Trustee Lenders, and any Affiliate of a Lender party to any Hedging Contract with the Subordinated Creditor hereby agrees that: Debtor, shall have a first and prior security interest and lien in and upon the Collateral. (ab) any Lien on Common Collateral securing any Senior Obligations now or hereafter held by or Without limitation of anything contained in Section 5.1(a) hereof, (i) the ACFS Agent, on behalf of itself and each Purchaser, hereby agrees that all security interests or liens at any time securing the Senior Agent or any Senior Creditor or any agent or trustee therefor, regardless of how acquired, ACFS Obligations (whether by grant, possession, statute, operation of law, subrogation granted under a Security Document or otherwise) are hereby made, shall be senior in and will at all respects and times prior to any Lien on Common Collateral securing any the termination of the Subordinated Obligations; and (b) any Lien on Common Collateral now or hereafter held by or on behalf of the Trusteethis Agreement be, the Subordinated Creditor or any agent or trustee therefor regardless of how acquiredsubject, whether by grantsubordinate, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate inferior in all respects to all Liens on Common security interests and liens securing the Bank Obligations (whether granted under a Security Document or otherwise), and (ii) Travelers hereby agrees that all security interests or liens at any time securing the Travelers Obligations (whether granted under a Security Document or otherwise) are hereby made, and will at all times prior to the termination of this Agreement be, subject, subordinate, junior and inferior in all respects to all security interests and liens securing the Bank Obligations (whether granted under a Security Document or otherwise), and the ACFS Obligations (whether granted under a Security Document or otherwise). (c) Each Beneficiary agrees that it will not challenge the legality, validity, enforceability or priority of the security interests or liens granted to any other Beneficiary pursuant to this Agreement or the Security Documents. The subordination provided for in this Section 5.1 is solely for the benefit of the Beneficiaries. No Person other than a Beneficiary shall have or be entitled to assert any rights or benefits under or as a result of this Section 5.1. (d) Each Beneficiary agrees that with respect to the perfection of the security interests and liens which secure the Obligations (whether granted hereunder, under a Security Document, or otherwise) it shall not file any financing statements in any jurisdiction without the prior written consent of the Majority Holders; provided, however, that each Beneficiary hereby consents to the filing by Bank Agent from time to time of one or more financing statements and amendments thereto which sufficiently indicate the Collateral securing so long as each such original financing statement names each of Bank Agent, ACFS Agent, and Travelers as a secured party. (e) Each Beneficiary, without the written consent of the Mandatory Holders, agrees that it will not (i) except for the Security Documents, take or receive a security interest in or lien upon any Senior of the property or assets of the Debtor or its Subsidiaries as security for the payment of any indebtedness owed to it under any Beneficiary Agreement to which it is a party, (ii) except for the Guaranties and the Security Documents, retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to all or any part of the indebtedness owed to it under any of the Beneficiary Agreements to which it is a party, or (iii) contest the validity or enforceability of or seek to avoid, have declared fraudulent or have set aside any Obligations owing to any other Beneficiary. (f) (i) In the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings, or any receivership proceedings in connection therewith, relative to the Debtor or its Subsidiaries following the occurrence of an Insolvency Event (an "Insolvency Proceeding"), any payment or distribution of any kind or character, whether in cash, property, stock or obligations, which may be payable or deliverable in respect of the ACFS Obligations. All Liens on Common Collateral securing any Senior , and the Travelers Obligations shall be and remain senior paid or delivered directly to the Bank Agent for application in all respects and prior to all Liens on Common Collateral securing any Subordinated Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation payment of the CompanyBank Obligations as set forth in Section 3.1, any other Grantor or any other Person. The parties hereto acknowledge unless and agree that it is their intent that the Senior Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Subordinated Obligations (and the security therefor).until all of

Subordination of Liens, Etc. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of (x) any Liens securing the Subordinated First-Lien Obligations granted on the Collateral, (y) any Liens securing the Second-Lien Obligations granted on the Collateral or of (z) any Liens securing the Senior Third-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law law, the Second-Lien Note Documents or the Subordinated Debt Third-Lien Credit Documents or any other circumstance whatsoever (including any invalidity or non-perfection of any Lien purporting to secure the Senior First-Lien Obligations, the Second-Lien Obligations and/or Subordinated the Third-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the Trustee benefits of the Second-Lien Note Documents) and the Subordinated Third-Lien Collateral Agent, on behalf of itself and the other Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents) hereby agrees agree that: : (a) (i) any Lien on Common the Collateral securing any Senior First-Lien Obligations now or hereafter held by or on behalf of the Senior First-Lien Collateral Agent or any Senior Creditor First-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on Common the Collateral securing any of the Subordinated Second-Lien Obligations and to any Lien on the Collateral securing any of the Third-Lien Obligations; and ; (bii) any Lien on Common the Collateral securing any Second-Lien Obligations now or hereafter held by or on behalf of the Second-Lien Collateral Agent or any Second-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise shall be senior in all respects and prior to any Lien on the Collateral securing any of the Third-Lien Obligations; (iii) any Lien on the Collateral now or hereafter held by or on behalf of (x) the TrusteeSecond-Lien Collateral Agent, the Subordinated Creditor any Second-Lien Creditors or any agent or trustee therefor and/or (y) the Third-Lien Collateral Agent, any Third-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on Common the Collateral securing any Senior First-Lien Obligations. All ; (iv) any Lien on the Collateral now or hereafter held by or on behalf of the Third-Lien Collateral Agent, any Third-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on Common the Collateral securing any Senior Second-Lien Obligations; (v) all Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on Common the Collateral securing any Subordinated Second-Lien Obligations and/or any Third-Lien Obligations for all purposes, whether or not such Liens securing any Senior First-Lien Obligations are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person. The parties hereto acknowledge ; (vi) all Liens on the Collateral securing any Second-Lien Obligations shall be and agree that remain senior in all respects and prior to all Liens on the Collateral securing any Third-Lien Obligations for all purposes, whether or not such Liens securing any Second-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person; and (vii) it is their intent that (x) the Senior First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Subordinated Second-Lien Obligations (and the security therefor) and the Third-Lien Obligations (and the security therefor), (y) the Second-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the First-Lien Obligations (and the security therefor) and the Third-Lien Obligations (and the security therefor) and (z) the Third-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the First-Lien Obligations (and the security therefor) and the Second-Lien Obligations (and the security therefor). Notwithstanding anything to contrary contained above or elsewhere in this Agreement, for all purposes of this Agreement (x) the First-Lien Obligations shall be deemed secured by Liens on all First-Lien Collateral regardless of whether a Lien or security interest has in fact been granted (or purported to be granted) with respect thereto and (y) the Second-Lien Obligations shall be deemed secured by Liens on all Second-Lien Collateral regardless of whether a Lien or security interest has in fact been granted (or purported to be granted) with respect thereto.