Priority of DIP Liens Sample Clauses

Priority of DIP Liens. Notwithstanding anything to the contrary herein, including, for the avoidance of doubt, paragraph 9 hereof, the Senior DIP Liens on the Collateral consisting of the ABL Priority Collateral (as defined in the Intercreditor Agreement) shall have priority over and rank senior to the Supplemental DIP Liens on the ABL Priority Collateral. The priority of the Supplemental DIP Liens in respect of the ABL Priority Collateral, as among the First Lien First Out Obligations, the First Lien Last Out Obligations and the Junior DIP Obligations, shall be as set forth in the Supplemental DIP Documents. Additionally, notwithstanding anything to the contrary herein, the Supplemental DIP Liens granted hereunder on account of the First Lien First Out Obligations and the First Lien Last Out Obligations (but, for the avoidance of doubt, not the Junior DIP Obligations), shall have priority and rank senior to the Senior DIP Liens with respect to Collateral consisting of Term Loan Priority Collateral (as defined in the Intercreditor Agreement); and the Senior DIP Liens shall have priority and rank senior to the Supplemental DIP Liens securing the Junior DIP Obligations with respect to the Term Loan Priority Collateral.
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Priority of DIP Liens. Notwithstanding anything to the contrary herein, the DIP Liens granted hereunder to the DIP Lenders under the DIP Roll-Up Loans shall be pari passu to the DIP Liens granted hereunder to the DIP Lenders under the DIP Revolving Loans in respect of the DIP Collateral.
Sample 1
Priority of DIP Liens. Each of the Loan Parties agrees for itself and each of its Subsidiaries that the Obligations of such Loan Party shall be secured by a first Lien on the Collateral having priority over all other Liens and claims against such Collateral now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114 of the United States Bankruptcy Code, subject only to the prior payment of the Pre-Petition Obligations under the Pre-Petition Credit Facility in full and any other Indebtedness or other obligations secured by the Permitted Priority Liens.
Sample 1

Related to Priority of DIP Liens

  • Priority of Liens The Agent shall have received satisfactory evidence that (i) the Agent, on behalf of the Lenders, holds a perfected, first priority Lien on all Collateral and (ii) none of the Collateral is subject to any other Liens other than Permitted Liens.

  • Creation, Perfection and Priority of Liens The execution and delivery of the Collateral Documents by Loan Parties and Sponsors, together with (i) the actions taken on or prior to the date hereof pursuant to subsections 4.1, 4.2, 6.8 and 6.9 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Administrative Agent for the benefit of Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements or Mortgages delivered to Administrative Agent for filing or recording, as applicable (but not yet filed or recorded) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent.

  • 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 Lender, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected (to the extent that Liens on the Collateral can be perfected by the filing of UCC financing statements) Liens on the Collateral in favor of Lender.

  • PRIORITY OF USE Any schedule or milestone in this Agreement is estimated based upon the Parties' current understanding of the projected availability of NASA goods, services, facilities, or equipment. In the event that NASA's projected availability changes, Partner shall be given reasonable notice of that change, so that the schedule and milestones may be adjusted accordingly. The Parties agree that NASA's use of the goods, services, facilities, or equipment shall have priority over the use planned in this Agreement. Should a conflict arise, NASA in its sole discretion shall determine whether to exercise that priority. Likewise, should a conflict arise as between two or more non-NASA Partners, NASA, in its sole discretion, shall determine the priority as between those Partners. This Agreement does not obligate NASA to seek alternative government property or services under the jurisdiction of NASA at other locations.

  • Priority of Lien Pursuant to that certain First Lien Pledge and Security Agreement dated as of February 28, 2007 among the Debtor, the other grantors party thereto and the First Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) and that certain Second Lien Pledge and Security Agreement dated as of February 28, 2007 among the Debtor, the other grantors party thereto and the Second Lien Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security Agreement”), the Debtor has granted a security interest in all of the Debtor’s rights in the Securities Account referred to in Section 2 below to each of the First Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Debtor and the Securities Intermediary are entering into this Agreement to perfect each of the First Lien Collateral Agent and the Second Lien Collateral Agent’s security interest in such Securities Account. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Securities Account and the Second Lien Collateral Agent shall have a second priority security interest in such Securities Account in accordance with the Intercreditor Agreement. The Securities Intermediary hereby acknowledges that it has received notice of the security interests of the First Lien Collateral Agent and the Second Lien Collateral Agent in such Securities Account and hereby acknowledges and consents to such liens.

  • Priority of Notes Note A-1 and Note A-2 shall be of equal priority, and no portion of any of Note A-1 or Note A-2 shall have priority or preference over any portion of the other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain shall be distributed by the Master Servicer and applied to Note A-1 and Note A-2 on a Pro Rata and Pari Passu Basis. The Servicing Agreement may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing compensation, except that, for so long as Note A-2 is not included in a Securitization, any Penalty Charges allocated to Note A-2 that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.

  • Perfection and Priority of Liens Receipt by the Administrative Agent of the following:

  • Creation, Perfection and Priority of Security Interests The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

  • Priority and Liens Each of the Borrowers hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrowers hereunder and under the Loan Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Lien on any Collateral, including, without limitation all cash maintained in a cash collateral account with respect to outstanding Letter of Credit Obligations pursuant to Section 2.3(k) or Section 8.3 and any investments of the funds contained therein, that is not otherwise subject to a Lien, including any such property that is subject to valid and perfected Liens in existence on the Petition Date, which Liens are thereafter released or otherwise extinguished in connection with the satisfaction of the obligations secured by such Liens; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a fully perfected first priority priming Lien upon all Collateral that is subject to valid and perfected Liens in existence on the Petition Date, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a fully perfected first priority priming Lien upon all Collateral that secure the obligations incurred pursuant to the Prepetition First Priority Secured Facilities, subordinated in each case with respect to clauses (i) through (iv) above (other than with respect to all cash maintained in a cash collateral account with respect to outstanding Letter of Credit Obligations pursuant to Section 2.3(k) and any investments of the funds contained therein) only to the Carve-Out and other Liens as may be specified in the Orders. Except for the Carve-Out, the Superpriority Claims of the Administrative Agent and the Lenders hereunder shall at all times be senior to the rights of the Borrowers, any chapter 11 trustee and any chapter 7 trustee, or any creditor (including, without limitation, post-petition counterparties and other post-petition creditors) in the Cases or any subsequent proceedings under the Bankruptcy Code, including, without limitation, any chapter 7 cases if any of the Borrowers’ Cases are converted to cases under chapter 7 of the Bankruptcy Code.

  • Priority Debt The Company will not, at any time, permit the aggregate amount of Priority Debt to exceed 10% of the Company’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

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