Priority of Security Interests Sample Clauses

Priority of Security Interests. The Liens granted to the Administrative Agent in the Collateral (as defined in the applicable Pledge Agreement and Security Agreement) are first (subject to, on the Closing Date, Designated Permitted Liens, and thereafter, Permitted Liens, and other than motor vehicles, motor vehicle trailers, fixtures, Deposit Accounts (as defined in the Borrower Security Agreement) and investment property not constituting Capital Securities pledged pursuant to a Pledge Agreement) priority (or the local equivalent thereof) security interests and no Liens exist on any of the collateral described above other than the Liens created in favor of the Administrative Agent pursuant to a Loan Document and the Permitted Liens.

Priority of Security Interests. Any Security Interest now or hereafter held by or for the benefit of the First Lien Secured Parties (or any of them) shall be senior in right, priority, operation, effect and all other respects to any and all Security Interests now or hereafter held by or for the benefit of the Second Lien Creditors (or any of them).

Priority of Security Interests. The security interests granted by Borrower to Lender are and shall be continuing and indefeasible first-priority security interests in the Collateral, subject to no Liens except for Liens permitted under Section 8.02 hereof.

Priority of Security Interests. Each of the security interests granted by the GUARANTOR to the SECURED PARTIES pursuant to this AGREEMENT shall be a perfected first priority security interest in the COLLATERAL, except for PERMITTED LIENS which by operation of law or the written consent of the ADMINISTRATIVE AGENT constitute prior encumbrances.

Priority of Security Interests. The Security Agreement, together with the financing statements which have been filed in connection therewith have created valid first perfected security interests in the personal property of the Borrower described therein as collateral for all the Obligations subject to no prior Encumbrances.

Priority of Security Interests. Each Creditor agrees that notwithstanding (i) the date, time, method, manner or order of grant, attachment, registration or perfection of any Security Interests securing the Obligations granted on the Collateral, (ii) any provision of any Real and Personal Property Security Legislation, any Insolvency Law or any other Applicable Law or the Transaction Documents, (iii) any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance, preference, transfer at undervalue or otherwise of, the Security Interests securing the Obligations, (iv) whether the Sprott Security Agent, the Note Purchaser, Teck or the Subordinated Creditor, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, or (v) any other circumstance whatsoever: (a) the Teck Obligations shall be secured by the Security Interests in the Teck Priority Collateral created under the Teck Security Documents on a first ranking and senior basis (subject to Section 3.3) and prior to the Security Interests in the Teck Priority Collateral securing the Sprott Obligations, Note Purchase Obligations and Subordinated Obligations (whether or not the Security Interests in the Teck Priority Collateral are subordinated to any Security Interest securing any other obligations); (b) the Teck Obligations, the Sprott Obligations and the Note Purchase Obligations shall be and shall remain secured by Security Interests created in the Collateral (other than Teck Priority Collateral) under the Teck Security Documents, the Sprott Security Documents and Note Purchase Security Documents on a pari passu basis (subject to Section 3.3), and on a basis senior and prior in all respects to any Security Interests securing the Subordinated Obligations (whether or not the Security Interests securing the Teck Obligations, Sprott Obligations and/or the Note Purchase Obligations are subordinated to any Security Interest securing any other obligations); (c) the Subordinated Obligations shall be and shall remain secured by Security Interests pursuant to the Subordinated Security Documents on a basis junior and subordinate in all respects to the Security Interests securing the Senior Obligations; and (d) the Collateral and the proceeds thereof available for the payment of the Obligations due and payable at any time to the Creditors during the continuance of a Trigger Event and all payments received from the Obligors by ...

Priority of Security Interests. Notwithstanding any contrary priority established by (a) the filing dates of their respective financing statements, (b) the recording dates of any other security perfection documents, or (c) which Lender has possession of any of the Collateral, the parties agree that the Lien of each Lender in the Collateral perfected or to be perfected by such Lender's Security Documents shall be of equal rank and priority to the other Lender's Liens in the same Collateral, and the Lien of each Lender in the Collateral shall be deemed an undivided Pro Rata security interest in all items of Collateral. The equality in priority and pari passu nature of the Lenders' Liens specified in this Agreement are applicable irrespective of: the time or order of attachment or perfection of security interests; the time or order of filing of any Security Documents; or the time of giving or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests. This Agreement applies only to Liens held by Lenders to secure Loans and other advances made under the Loan Agreements.

Priority of Security Interests. (a) Notwithstanding any contrary priority established by (i) the filing dates of their respective financing statements, (ii) the recording dates of any other security perfection documents, (iii) which Lender has possession of, or control over, any of the Collateral or (iv) any statute or rule of law to the contrary, the Lenders agree that, except as otherwise provided under Section 3: (i) As of any date of determination, the Liens of the Ally Parties in Collateral constituting Ally Priority Collateral, determined as of such date, shall be senior in rank and order of priority and enforcement to the Liens and enforcement rights of Hercules in and against such Collateral; (ii) As of any date of determination, the Liens of Hercules in Collateral constituting Hercules Priority Collateral, determined as of such date, shall be senior in rank and order of priority and enforcement to the Liens and enforcement rights of the Ally Parties in and against such Collateral; (iii) As of any date of determination, the Liens of the Ally Parties in Collateral constituting Hercules Priority Collateral, determined as of such date, shall be junior and subordinate in rank, priority and enforcement to the Lien and enforcement rights of Hercules in and against such Collateral; (iv) As of any date of determination, the Liens of Hercules in Collateral constituting Ally Priority Collateral, determined as of such date, shall be junior and subordinate in rank, priority and enforcement to the Lien and enforcement rights of the Ally Parties in and against such Collateral; and (v) The Proceeds of Collection of the Hercules Priority Collateral and the Ally Priority Collateral shall be distributed as provided in Section 3 below. (b) The relative priorities set forth in subsection (a) above are subject to the following: (i) No Lender shall challenge or contravene the creation, attachment, perfection or enforceability of the Lien of the other Lender in its respective Collateral. The relative priorities described in Section 2.1(a) above, shall not apply to, however, and the provisions of this Agreement shall not be effective as to, any Lien which otherwise would be prior and superior, which Lien, by reason of any act or omission to act by the Lender whose rights therein under the Agreement would be superior, is judicially determined as not to be effective, or is rendered ineffective by reason of any act or omission to act of any third party to this Agreement; provided that such determination is...

Priority of Security Interests. Notwithstanding (i) any contrary provision of the Fiber Exchange Agreement or (ii) any priority in time of creation of any lien or other encumbrance on AU Collateral by either AU or the Holdings Agent, or (iii) any provision of, or filing or recording under, the Uniform Commercial Code of any state or any other applicable statute, rule or regulation of the United States, the states thereof, their counties, municipalities or other subdivision, or any other applicable jurisdiction, AU and the AU Agent hereby agree that any security interest, pledge, mortgage, lien or other encumbrance granted to the Holdings Agent by GCI Cable in all or any part of the AU Collateral in order to secure the Holdings Credit Obligations is and shall be superior and prior in right of claim and payment to any security interest, pledge, mortgage, lien or other encumbrance granted to AU, whether now existing or hereafter vested, in any of the AU Collateral regardless of the time (x) when AU or the Holdings Agent shall acquire rights to any of the AU Collateral or (y) when GCI Cable incurs any obligations to AU. AU and the AU Agent agree that AU's and the AU Agent's subordination of the AU Security Interest shall continue until the full payment and performance of the Holdings Credit Obligations and said subordination shall apply without limitation with respect to any security interest, pledge, mortgage, lien or other encumbrance heretofore or hereafter granted to the Holdings Agent, in all or any part of the Holdings Collateral whether now owned or hereafter acquired.