Priorities and Agreements With Respect to Shared Collateral Clause Samples
The "Priorities and Agreements with Respect to Shared Collateral" clause defines how multiple parties' interests in the same collateral are ranked and managed. It typically outlines the order in which creditors or lenders can claim or enforce their rights against the shared collateral, often specifying priority levels or procedures in the event of default or liquidation. This clause is essential for preventing disputes among parties with competing claims, ensuring clarity and predictability regarding who gets paid first and under what circumstances.
Priorities and Agreements With Respect to Shared Collateral. Section 2.01.
Priorities and Agreements With Respect to Shared Collateral. 18 Section 2.1 Priority of Claims. 18
Priorities and Agreements With Respect to Shared Collateral. ● Priority of Claims. ● Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Lien Obligations granted on the Shared Collateral or the existence of any intervening third party Liens and notwithstanding any provisions of the Uniform Commercial Code of any jurisdictions, any applicable real estate laws, or any other circumstance whatsoever (but subject to Section 1.03), if an Event of Default has occurred and is continuing, and (i) the Applicable Authorized Representative or any Senior Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, (ii) any distribution is made in respect of any Shared Collateral in any Bankruptcy Case or other Insolvency or Liquidation Proceeding of any Borrower or any other Grantor or (iii) any Senior Lien Secured Party receives any payment pursuant to the ABL Intercreditor Agreement, any Senior/Junior Intercreditor Agreement or any other intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral (including any amount paid under any title insurance policy or any insurance policy or in connection with any condemnation or eminent domain proceeding) by any Senior Lien Secured Party or received by the Applicable Authorized Representative or any Senior Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral (including any amount paid under any title insurance policy) and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which any Senior Lien Secured Parties are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”) shall be applied: • FIRST, subject to the ABL Intercreditor Agreement, to the payment of all amounts owing to each Authorized Representative (in its capacity as such) pursuant to the terms of any Secured Credit Document; • SECOND, subject to the ABL Intercreditor Agreement and Section 1.03, to the payment in full of the Senior Lien Obligations of each Series on a ratable basis in accordance with...
Priorities and Agreements With Respect to Shared Collateral. Section 2.01. (a) Subordination 11 Section 2.02. Nature of Senior Lender Claims 12 Section 2.03. Prohibition on Contesting Liens 12 Section 2.04. No Other Liens 12 Section 2.05. Perfection of Liens 13 ARTICLE III ENFORCEMENT Section 3.01. Exercise of Remedies 13 Section 3.02. Cooperation 15 Section 3.03. Actions upon Breach 16 Section 3.04. No Additional Rights for the Grantors Hereunder 16 ARTICLE IV PAYMENTS Section 4.01. Application of Proceeds 16 Section 4.02. Payments Over 16 ARTICLE V OTHER AGREEMENTS Section 5.01. Releases 17 Section 5.02. Insurance and Condemnation Awards 18 Section 5.03. Amendments to Debt Documents 19 Section 5.04. Rights as Unsecured Creditors 20 Section 5.05. Bailment for Perfection of Security Interest 21 Section 5.06. When Discharge of Senior Obligations Deemed To Not Have Occurred 22 Section 5.07. Purchase Right 22 ARTICLE VI INSOLVENCY OR LIQUIDATION PROCEEDINGS. Section 6.01. Financing Issues 23 Section 6.02. Relief from the Automatic Stay 24 Section 6.03. Adequate Protection 24 Section 6.04. Preference Issues 26 Section 6.05. Separate Grants of Security and Separate Classifications 26 Section 6.06. No Waivers of Rights of Senior Secured Parties 26 Section 6.07. Application 27 Section 6.08. Other Matters 27 Section 6.09. 506(c) Claims 27 Section 6.10. Reorganization Securities 27 Section 6.11. Section 1111(b) of the Bankruptcy Code 28 Section 6.12. Post-Petition Interest 28 ARTICLE VII RELIANCE; ETC. Section 7.01. Reliance 28 Section 7.02. No Warranties or Liability 28 Section 7.03. Obligations Unconditional 29 ARTICLE VIII MISCELLANEOUS Section 8.01. Conflicts 29 Section 8.02. Continuing Nature of this Agreement; Severability 30 Section 8.03. Amendments; Waivers 30 Section 8.04. Information Concerning Financial Condition of the Parent Borrower and the Subsidiaries 31 Section 8.05. Subrogation 31 Section 8.06. Application of Payments 31 Section 8.07. Additional Grantors 31 Section 8.08. Dealings with Grantors 32 Section 8.09. Additional Debt Facilities 32 Section 8.10. Refinancings 33 Section 8.11. Consent to Jurisdiction; Waivers 33 Section 8.12. Notices 34 Section 8.13. Further Assurances 35 Section 8.14. GOVERNING LAW; WAIVER OF JURY TRIAL 36 Section 8.15. Binding on Successors and Assigns 36 Section 8.16. Section Titles 36 Section 8.17. Counterparts 36 Section 8.18. Authorization 36 Section 8.19. No Third-Party Beneficiaries; Successors and Assigns 36 Section 8.20. Effectiveness 37 Section 8.21. Collateral Agent and Re...
Priorities and Agreements With Respect to Shared Collateral