Collateral and Priority Sample Clauses

Collateral and Priority. Subject to exceptions to be agreed, all obligations under the Exit Term Loan Facility and certain bank product and hedging obligations will be secured by
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Collateral and Priority. 36 7.1 Security for the Post-Petition Indebtedness...................................................36 7.2 Perfection of Security Interests..............................................................36 7.3 Superpriority Administrative Expense Claim....................................................37 7.4 Additional Adequate Protection................................................................37 8. CONDITIONS.............................................................................................37 8.1 Conditions Precedent To Initial Loans and Effective Date......................................37 (a) Documents Executed and Filed.........................................................37 (b) Previously Executed And/Or Delivered Documents.......................................37 (c) Amendment Fee........................................................................38 (d) Agent's Fee..........................................................................38 -ii- TABLE OF CONTENTS (CONTINUED) PAGE
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Collateral and Priority. 7.1 SECURITY FOR THE POST-PETITION INDEBTEDNESS. Pursuant to the Interim Authorizing Orders and the Final Authorizing Orders, as security for the full and timely payment and performance of all Indebtedness now existing. or hereafter arising, the Borrowers have granted to the Agent a valid, binding enforceable, duly perfected security interest in the Post-Petition Collateral, subject only to liens specified in the Interim Orders and the Final Orders.
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Collateral and Priority. All obligations of the Borrower to Lender shall be: (a) entitled to superpriority administrative expense claim status pursuant to 11 U.S.C. section 364(c)(1), subject only to (i) in the event that an Event of Default has occurred and is continuing, the payment of allowed professional fees and disbursements incurred by Borrower and its Committee of Unsecured Creditors, in an aggregate amount not in excess of $200,000 (the "Expense Cap"); and (ii) the payment of fees pursuant to 28 U.S.C. section 1930 (collectively, the "Carve-Out Expenses"); and (b) secured pursuant to 11 U.S.C. sections 364(c)(2), (c)(3), and (d)(1) by a first priority (subject only to permitted priority liens as agreed to by Lender in its sole and absolute discretion) security interest in and lien on all now owned or hereafter acquired assets and property of the estate (as defined in the Bankruptcy Code), real and personal, of Borrower, including inventory, accounts, chattel paper, contract rights, documents, equipment, fixtures, general intangibles (including, without limitation, all copyrights, deposit accounts, licensing agreements, patents, trademarks, and trade names), instruments, real property (including fee and leasehold estates), securities, avoiding power causes of action and recoveries and the proceeds of all of the foregoing, wherever located. The foregoing is collectively referred to as the "Collateral." Borrower shall be permitted to pay, as or after the same may become due and payable: (i) administrative expenses of the kind specified in 11 U.S.C. section 503(b) incurred in the ordinary course of business, including any previously deferred administrative expenses permitted to be paid as a permitted purpose referenced above (the "Ordinary Administrative Expense Exception"); (ii) compensation and reimbursement of expenses to professionals allowed and payable under 11 U.S.C. sections 330 and 331; and (iii) amounts payable to the United States Trustee pursuant to 28 U.S.C. section 1930(a)(6); and, in the absence of the occurrence and continuance of an event of default, the payment of such compensation and reimbursement of expenses to professionals shall not reduce the Expense Cap; and provided further that the Ordinary Administrative Expense Exception shall not be paid after the occurrence and continuance of an event of default.
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Collateral and Priority. Subject to the Carve-Out, as security for the prompt payment and performance of all amounts due under the DIP Facility, including, without limitation, all principal, interest, premiums, payments, fees, costs, expenses, indemnities or other amounts (collectively, the “DIP Obligations”), effective as of the Petition Date, the DIP Agent, for the benefit of itself and the DIP Lenders, shall be granted automatically and properly perfected liens and security interests (“DIP Liens”) in all assets and properties of each of the Loan Parties and their bankruptcy estates, whether tangible or intangible, real, personal or mixed, wherever located, whether now owned or consigned by or to, or leased from or to, or hereafter acquired by, or arising in favor of, the Loan Parties (including under any trade names, styles or derivations thereof), whether prior to or after the Petition Date, including, without limitation, all of the Loan Parties’ rights, title and interests in (1) all First Lien Collateral and Second Lien Collateral, (2) all money, cash and cash equivalents; (3) all funds in any deposit accounts, securities accounts, commodities accounts or other accounts (together with all money, cash and cash equivalents, instruments and other property deposited therein or credited thereto from time to time); (4) all accounts and other receivables (including those generated by intercompany transactions); (5) all contracts and contract rights; (6) all instruments, documents and chattel paper; (7) all securities (whether or not marketable); (8) all goods, as-extracted collateral, furniture, machinery, equipment, inventory and fixtures; (9) all real property interests; (10) all interests in leaseholds, (11) all franchise rights; (12) all patents, tradenames, trademarks (other than intent-to-use trademarks), copyrights, licenses and all other intellectual property; (13) all general intangibles, tax or other refunds, or insurance proceeds; (14) all equity interests, capital stock, limited liability company interests, partnership interests and financial assets; (15) all investment property; (16) all supporting obligations; (17) all letters of credit and letter of credit rights; (18) all commercial tort claims; (19) all claims and causes of action arising under Chapter 5 of the Bankruptcy Code (“Avoidance Actions”) and the proceeds of or property recovered, whether by judgment, settlement or otherwise, from Avoidance Actions (“Avoidance Action Proceeds”); (20) all books and records...
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Related to Collateral and Priority

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

  • Perfection and Priority The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

  • Security Interest and Collateral In order to secure the payment and performance of the Secured Obligations, the Debtor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property (hereinafter collectively referred to as the “Collateral”): SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

  • Collateral and Security Documents The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

  • Title, Perfection and Priority The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest in, and Lien on, hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Lender the security interest in and Lien on such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against the Grantor in the locations listed on Exhibit H, the Lender will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • 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.

  • PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN Borrower shall, at Lender's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender's security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any and all financing statements which identify the Borrower as debtor, Lender as secured party and any or all Collateral as collateral.

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