Lien Priority; Subordination Sample Clauses

Lien Priority; Subordination. RW's security interest shall be ---------------------------- a lien junior in priority only to the lien created by the Ericsson DIP and to the prepetition liens of Ericsson and OEDA; provided, however, that Ericsson and OEDA shall agree to subordinate their right of payment under the Ericsson DIP in favor of RW for repayment of the Working Capital Loan under all circumstances, including but not limited to upon liquidation. In addition, pursuant to 11 U.S.C. Sections 364(c)(1) and 507(b), the Working Capital Loan shall have priority over all other administrative expenses except Chapter 11 attorney's fees and Chapter 11 employee claims up to an aggregate amount equal to $500,000, but including those that may be incurred in a subsequent Chapter 7 case; provided, however, that RW's superpriority administrative claim hereunder shall be pari passu with the superpriority administrative claim created pursuant to the Ericsson DIP. RW's Collateral shall be protected against any surcharge under 11 U.S.C. Section 506(c), without the express written consent of the Buyer.