Term Loan First Lien Collateral Sample Clauses

Term Loan First Lien Collateral. Any and all Liens on the Term Loan First Lien Collateral now existing or hereafter created or arising in favor of any U.S. Revolver Secured Party securing the U.S. Revolver Obligations or of any International Secured Party securing the International Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Term Loan First Lien Collateral now existing or hereafter created or arising in favor of the Term Loan Secured Parties securing the Term Loan Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any U.S. Revolver Secured Party or International Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any Requirement of Law or any U.S. Loan Document or International Loan Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any Term Loan Secured Party securing any of the Term Loan Obligations are (A) subordinated to any Lien securing any obligation of any Loan Party other than the U.S. Revolver Obligations or International Obligations or (B) otherwise subordinated, voided, avoided, invalidated or lapsed.
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Term Loan First Lien Collateral. (i) Upon any release, sale or disposition of Term Loan First Lien Collateral permitted pursuant to the terms of the U.S. Loan Documents that results in the release of the Term Loan Lien (other than release of the Term Loan Lien due to the occurrence of the Term Loan Obligations Payment Date) on any Term Loan First Lien Collateral, the U.S. Revolver Lien and International Lien on such Term Loan First Lien Collateral (excluding any portion of the proceeds of such Term Loan First Lien Collateral remaining after the Term Loan Obligations Payment Date) shall be automatically and unconditionally released with no further consent or action of any Person but only if such release, sale or disposition of Term Loan First Lien Collateral is permitted pursuant to the terms of the U.S. Loan Documents and the International Loan Documents. (ii) Upon any release, sale or disposition of Term Loan First Lien Collateral that results in the release of the Term Loan Lien (other than release of the Term Loan Lien due to the occurrence of the Term Loan Obligations Payment Date) on any Term Loan First Lien Collateral pursuant to any Enforcement Action, the U.S. Revolver Lien and the International Lien on such Term Loan First Lien Collateral (excluding any portion of the proceeds of such Term Loan First Lien Collateral remaining after the Term Loan Obligations Payment Date) shall be automatically and unconditionally released with no further consent or action of any Person but only if the proceeds of such Term Loan First Lien Collateral are applied in accordance with Section 4.1(b). (iii) The U.S. Revolver Collateral Agent and International Collateral Agent shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Term Collateral Agent shall request to evidence any release of the U.S. Revolver Lien or International Lien, as applicable, described herein. The U.S. Revolver Collateral Agent and International Collateral Agent hereby appoints the Term Collateral Agent and any officer or duly authorized person of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the U.S. Revolver Collateral Agent and International Collateral Agent and in the name of the U.S. Revolver Collateral Agent and International Collateral Agent or in the Term Collateral Agent’s own name, from time to time, in the Term Collateral Agent’s sole di...
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Term Loan First Lien Collateral. (i) Until the Term Loan Obligations Payment Date has occurred, the U.S. Revolver Collateral Agent and the International Collateral Agent each agrees, that no U.S. Revolver Secured Party or International Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan First Lien Collateral or the validity or enforceability of any of the U.S. Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the U.S. Revolver Collateral Agent, U.S. Revolver Secured Parties, International Collateral Agent or International Secured Parties in whole or in part, as a result of their interest in the Term Loan First Lien Collateral or in any U.S. Revolver Lien or International Lien on the Term Loan First Lien Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Collateral Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the U.S. Revolver Collateral Agent or International Collateral Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the U.S. Revolver Secured Parties or International Secured Parties on the Term Loan First Lien Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the U.S. Revolver Collateral Agent or International Collateral Agent, as applicable, imposed hereby.
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Term Loan First Lien Collateral 
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Related to Term Loan First Lien Collateral

  • Valid First Lien The Mortgage is a valid, subsisting, enforceable and perfected, first lien on the Mortgaged Property, including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to: (i) the lien of current real property taxes and assessments not yet due and payable; (ii) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and (a) specifically referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein and the Seller has full right to sell and assign the same to the Purchaser. With respect to any Co-op Loan, the related Mortgage is a valid, subsisting and enforceable first priority security interest on the related cooperative shares securing the Mortgage Note, subject only to (a) liens of the related residential cooperative housing corporation for unpaid assessments representing the Mortgagor’s pro rata share of the related residential cooperative housing corporation’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security interest intended to be provided by the related Security Agreement;

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of Agent, for the ratable benefit of Agent and Lenders.

  • Priority Debt The Company will not permit Priority Debt to exceed 15% of Consolidated Total Assets (as of the end of the Company’s then most recently completed fiscal quarter) at any time.

  • ABL Intercreditor Agreement (a) Notwithstanding anything herein to the contrary, the Liens granted to the Administrative Agent under this Security Agreement and the exercise of the rights and remedies of the Administrative Agent hereunder and under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the ABL Intercreditor Agreement and this Security Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. (b) In accordance with the terms of the ABL Intercreditor Agreement, all Term Priority Collateral delivered to the First Lien Agent shall be held by the First Lien Agent as gratuitous bailee for the Administrative Agent and the Secured Parties solely for the purpose of perfecting the security interest granted under this Security Agreement. Notwithstanding anything herein to the contrary, prior to the Discharge of Term Obligations, to the extent any Grantor is required hereunder to deliver Term Priority Collateral to the Administrative Agent and is unable to do so as a result of having previously delivered such Term Priority Collateral to the First Lien Agent in accordance with the terms of the First Lien Loan Documents, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the First Lien Agent, acting as gratuitous bailee of the Administrative Agent and the Secured Parties. (c) Furthermore, at all times prior to the Discharge of Term Obligations, the Administrative Agent is authorized by the parties hereto to effect transfers of Term Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to Term Priority Collateral) to the First Lien Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the First Lien Loan Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Security Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the First Lien Loan Documents and (iii) take all other steps reasonably requested by the Administrative Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify any of the provisions of this Security Agreement, which, as among the Grantors and the Administrative Agent shall remain in full force and effect in accordance with its terms.

  • Security Interest in Collateral The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.