Common use of Priority of Security Interests Clause in Contracts

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 the Creditors during the continuance of a Trigger Event (including by way of set off but subject in all cases to 2.8(a) and (d) and Section 2.17) shall be shared among each of the Creditors in accordance with Section 3.3. Notwithstanding the foregoing but subject to Section 2.3, the Creditors acknowledge and agree that unless a Trigger Event shall have occurred and be continuing, funds constituting Collateral or proceeds thereof may be applied as the relevant Obligor shall direct, subject, however, to the Transaction Documents (including, for greater certainty, this Agreement).

Priority of Security Interests. Each Creditor of the Secured Parties hereby acknowledges and agrees that notwithstanding (i) until 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 whatsoeverIntercreditor Agreement Termination Date: (a) The Lien and Security Interest in the Teck Obligations shall be secured Holdings Collateral held by the Security Interests in Holdings Collateral Agent is held for the Teck Priority Collateral created under benefit of all of the Teck Security Documents on a first ranking and senior basis (subject Secured Parties. Pursuant to Section 3.3) 4.04 of the Holdings Pledge Agreement and prior to Section 4.04 of the Security Interests in EMOC Pledge Agreement, the Teck Priority Collateral securing the Sprott Obligations, Note Purchase Obligations Lien on and Subordinated Obligations (whether or not the Security Interests in the Teck Priority Collateral are subordinated to any Security Interest securing in any other obligations);amounts constituting Holdings Collateral or the proceeds thereof deposited into the Cashflow Recapture Fund shall, contemporaneously with such deposit, automatically terminate and be released and each Secured Party agrees that upon such deposit and at all times thereafter such amounts shall not constitute Holdings Collateral. (b) The allocation of funds among the Teck ObligationsSecured Parties specified in this Intercreditor Agreement with respect to (i) the Holdings Collateral and (ii) all proceeds of the Holdings Collateral, in each case is applicable irrespective of any statement to the contrary in any Financing Document, any Security Document, or any other agreement, the Sprott Obligations time or order or method of attachment or perfection of Liens, the time or order of filing of financing statements, or the giving or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests and to the Note Purchase Obligations extent not provided for in this Intercreditor Agreement, the rights and priorities of the Secured Parties shall be and shall remain secured by Security Interests created determined 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);accordance with Requirements of Law. (c) Notwithstanding the Subordinated Obligations designation of each Owner Lessor as a Secured Party in the definition thereof set out in Annex A hereto, each Owner Lessor has pledged, assigned, hypothecated and transferred to, and has granted a security interest in favor of, its respective Holder Representative for the benefit of the Holders represented by such Holder Representative in all of its rights, title and interest in the Holdings Collateral and the Cashflow Recapture Collateral as collateral security for each Lessor Note of such Owner Lessor and certain other obligations of such Owner Lessor in accordance with the Lessor Loan Agreement and the other Lessor Security Documents of such Owner Lessor and, accordingly, so long as the Lessor Loan Agreement of such Owner Lessor is in effect each such Owner Lessor agrees that it shall be not exercise any rights or obligations under this Intercreditor Agreement or any other Security Document as a Secured Party or a Cashflow Recapture Secured Party and further agrees (and each other Secured Party agrees) that the Holder Representative (for itself and on behalf of the Holders) under the Lessor Loan Agreement to which such Owner Lessor is party shall remain secured exercise such rights as a Secured Party and a Cashflow Recapture Secured Party under this Intercreditor Agreement and the other Security Documents including by Security Interests virtue of the power-of-attorney granted by each such Owner Lessor to its related Holder Representative pursuant to the Subordinated Security Documents on Habendum Clause of the Lessor Loan Agreement to which such Owner Lessor is a basis junior and subordinate in all respects to the Security Interests securing the Senior Obligations; andparty. (d) The Lien and Security Interest on the Cashflow Recapture Collateral held by the Depositary Agent is held for the sole benefit of the Cashflow Recapture Secured Parties as further set forth in this Intercreditor Agreement and the proceeds thereof available provisions of Sections 5, 6, 7, 8, 9, 10, 11 and 12 of this Intercreditor Agreement are for the payment sole benefit of the Obligations due Cashflow Recapture Secured Parties and payable at no other Secured Party shall have any time to the Creditors during the continuance of a Trigger Event and all payments received from the Obligors rights under any such Sections. It is expressly agreed by the Creditors during the continuance of a Trigger Event (including by way of set off but subject in all cases to 2.8(a) and (d) and Section 2.17) shall be shared among each of the Creditors parties hereto that the Cashflow Recapture Collateral shall not in accordance with Section 3.3. Notwithstanding the foregoing but subject to Section 2.3, the Creditors acknowledge and agree that unless a Trigger Event shall have occurred and be continuing, funds constituting Collateral or proceeds thereof may be applied as the relevant Obligor shall direct, subject, however, to the Transaction Documents (including, for greater certainty, this Agreement)any respect constitute Holdings Collateral.