Common use of Postpetition Liens Clause in Contracts

Postpetition Liens. As security for the Postpetition Obligations, the Postpetition Lender is hereby granted valid, binding, enforceable, first priority and perfected Liens (the “Postpetition Liens”) in the Postpetition Collateral and the Prepetition Collateral. Subject to the Carve-Out, the Postpetition Liens (A) shall constitute first priority liens in and to all Postpetition Collateral and Prepetition Collateral pursuant to section 364(c)(2) of the Bankruptcy Code; (B) shall (y) be senior to and prime the Prepetition Liens and any Liens junior to such Prepetition Liens, and (z) be senior to and prime all Adequate Protection Liens (as defined herein) ((y) and (z) above, collectively, the “Primed Liens”) pursuant to section 364(d)(1) of the Bankruptcy Code; and (C) shall be immediately junior in priority to any and all valid, perfected, enforceable and non-avoidable Liens (other than the Primed Liens) on assets of the Borrower in existence as of the Petition Date with priority over the Prepetition Liens and the Prepetition Lenders where such Prepetition Liens were properly perfected prior to the Petition Date or for which perfection relates back under Section 546(b) of the Bankruptcy Code (collectively, the “Non-Primed Liens”), pursuant to section 364(c)(3) of the Bankruptcy Code. No other person or entity shall receive or be granted any Liens of any type or nature, whether senior to, on parity with, or junior to the Postpetition Liens, on any of the Postpetition Collateral or Prepetition Collateral, except only Permitted Liens (as defined in the Prepetition Credit Agreement).

Postpetition Liens. As security for the Postpetition Obligations, the Postpetition Lender is hereby granted valid, binding, enforceable, first priority and perfected Liens (the “Postpetition Liens”) in the Postpetition Collateral and the Prepetition Collateral. Subject to the Carve-Out, the Postpetition Liens (A) shall constitute first priority liens in and to all Postpetition Collateral and Prepetition Collateral pursuant to section 364(c)(2) of the Bankruptcy Code; (B) shall (yx) be senior to and prime the Prepetition Liens and any Liens Liens, setoff rights or recoupment rights junior to such Prepetition LiensLiens on the Borrower’s Postpetition and Prepetition Collateral, (y) be senior to and prime all other postpetition liens on the Guarantor’s Postpetition Collateral, and (z) be senior to and prime all Adequate Protection Liens (as defined herein) ((x), (y) and (z) above, collectively, the “Primed Liens”) pursuant to section 364(d)(1) of the Bankruptcy Code; and (C) shall be immediately junior in priority to any and all valid, perfected, enforceable and non-avoidable Liens Liens, setoff rights or recoupment rights (other than the Primed Liens) on assets of the Borrower or the Guarantor in existence as of the Petition Date with priority over the Prepetition Liens and the Prepetition Lenders where such Prepetition Liens were properly perfected prior to the Petition Date or for which perfection relates back under Section 546(b) of the Bankruptcy Code (collectively, the “Non-Primed Liens”), pursuant to section 364(c)(3) of the Bankruptcy Code. No other person or entity shall receive or be granted any Liens of any type or nature, whether senior to, on parity with, or junior (except as provided in Paragraph 9), to the Postpetition Liens, on any of the Borrower’s Postpetition Collateral or Prepetition Collateral, except only Permitted Liens (as defined in the Prepetition Credit Agreement), and no other person or entity shall receive or be granted any Liens of any type or nature, whether senior to or on parity with the Postpetition Liens on any of the Guarantor’s Postpetition Collateral.

Postpetition Liens. As security for the Postpetition Obligations, the Postpetition Lender is hereby granted valid, binding, enforceable, first priority and perfected Liens (the “Postpetition Liens”) in the Postpetition Collateral and the Prepetition Collateral. Subject to the Carve-Out, the Postpetition Liens (A) shall constitute first priority liens in and to all Postpetition Collateral and Prepetition Collateral pursuant to section 364(c)(2) of the Bankruptcy Code; (B) shall (yx) be senior to and prime the Prepetition Liens and any Liens Liens, setoff rights or recoupment rights junior to such Prepetition LiensLiens on the Borrower’s Postpetition and Prepetition Collateral (including without limitation any liens of Xxxxx, Inc.), (y) be senior to and prime all other postpetition liens on the Guarantor’s Postpetition Collateral, and (z) be senior to and prime all Adequate Protection Liens (as defined herein) ((x), (y) and (z) above, collectively, the “Primed Liens”) pursuant to section 364(d)(1) of the Bankruptcy Code; and (C) shall be immediately junior in priority to any and all valid, perfected, enforceable and non-avoidable Liens Liens, setoff rights or recoupment rights (other than the Primed Liens) (including without limitation any liens of Xxxxx, Inc.) on assets of the Borrower or the Guarantor in existence as of the Petition Date with priority over the Prepetition Liens and the Prepetition Lenders where such Prepetition Liens were properly perfected prior to the Petition Date or for which perfection relates back under Section 546(b) of the Bankruptcy Code (collectively, the “Non-Primed Liens”), pursuant to section 364(c)(3) of the Bankruptcy Code. No other person or entity shall receive or be granted any Liens of any type or nature, whether senior to, on parity with, or junior (except as provided in Paragraph 9), to the Postpetition Liens, on any of the Borrower’s Postpetition Collateral or Prepetition Collateral, except only Permitted Liens (as defined in the Prepetition Credit Agreement), and no other person or entity shall receive or be granted any Liens of any type or nature, whether senior to or on parity with the Postpetition Liens on any of the Guarantor’s Postpetition Collateral.

Postpetition Liens. As security for the Postpetition DIP Obligations, each of the Debtors is hereby authorized and directed to grant, and hereby grants, to the Collateral Agent, for the benefit of the DIP Agents, the Lenders and SCTSC, the Postpetition Lender is hereby granted Liens in the nature of perfected, valid, bindingbinding and enforceable security interests and liens, enforceable, first priority and perfected Liens (the “Postpetition Liens”) in the Postpetition Collateral and the Prepetition Collateral. Subject subject to the Carve-OutOut and without prejudice to the rights of the Debtors pursuant to paragraph 15, the Postpetition Liens below, as follows: (Aa) shall constitute first priority liens in and to all Postpetition Collateral and Prepetition Collateral pursuant to section 364(c)(2) of the Bankruptcy Code, a perfected first-priority security interest in and lien on the DIP Collateral, owned as of the Petition Date or thereafter acquired, that was not encumbered as of the Petition Date; and (b) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected security interest in and lien on all other DIP Collateral, owned as of the Petition Date or thereafter acquired, which security interest and lien shall, except as provided in clause (c) below, be junior in priority to: (i) any other security interest in or lien on such assets to the extent that, as of the Petition Date, such other security interest or lien was valid, perfected and not subject to avoidance and senior to the Prepetition Liens, and (ii) any security interest in or lien on proceeds or products of, or accessions to, assets subject to a security interest or lien referred to in the foregoing clause (i) and arising or created after the Petition Date to the extent that (A) such security interest in or lien on the proceeds, products or accessions would have been valid, perfected and not subject to avoidance if the proceeds, products or accessions had arisen or been created immediately prior to the commencement of these Chapter 11 Cases and (B) shall (y) such security interest in or lien on the proceeds, products or accessions would be senior entitled, under applicable non-bankruptcy law, to and prime priority over any security interest in or lien on the proceeds, products or accessions securing the Prepetition Liens and any Liens junior to such Prepetition Liens, and Indebtedness; and (z) be senior to and prime all Adequate Protection Liens (as defined herein) ((y) and (z) above, collectively, the “Primed Liens”c) pursuant to section 364(d)(1) of the Bankruptcy Code; , the security interest and lien referred to in clause (Cb) above shall be immediately junior senior in priority to any and all valid, perfected, enforceable and non-avoidable Liens (other than the Primed Liens) on assets of the Borrower in existence as of the Petition Date with priority over the Prepetition Liens and to any security interests and liens to which the Prepetition Lenders where such Prepetition Liens were properly perfected prior are senior in priority. The Postpetition Liens will not be subject to any security interest or lien which is avoided and preserved for the Petition Date benefit of the Debtors' estates under section 551 of the Bankruptcy Code, and the Postpetition Liens will not be subordinated to or for which perfection relates back made pari passu with any other lien under Section 546(bsection 364(d) of the Bankruptcy Code (collectively, or otherwise. Receiving the “Non-Primed Liens”), pursuant to section 364(c)(3) of the Bankruptcy Code. No other person or entity shall receive or be granted any Liens of any type or nature, whether senior to, on parity with, or junior to the Postpetition Liens, on any benefits of the Postpetition Liens will not make the Collateral Agent, the DIP Agents, the Lenders or SCTSC responsible for any obligations or liabilities of the Prepetition Borrowers, the Prepetition Guarantors or the Debtors with respect to the DIP Collateral, except only Permitted including without limitation any obligations or liabilities for environmental remediation. The relative priorities of the benefits of the Postpetition Liens (as defined among the DIP Agents, the Lenders and SCTSC are hereby ordered to be as set forth in the Prepetition Credit Intercreditor Agreement).. PROVISIONS APPLICABLE TO BOTH THE AUTHORIZED USE OF CASH COLLATERAL AND THE PROPOSED FINAL DIP FINANCING AUTHORIZATION

Postpetition Liens. As security for the Postpetition Obligations, the Postpetition Lender is hereby granted valid, binding, enforceable, first priority and perfected Liens (the “Postpetition Liens”) in the Postpetition Collateral and the Prepetition Collateral. Subject to the Carve-Out, the The Postpetition Liens (A) shall constitute first priority liens in and to all Postpetition Collateral and Prepetition Collateral pursuant to section 364(c)(2) of the Bankruptcy Code; (B) shall (yx) be senior to and prime the Prepetition Liens and any Liens Liens, setoff rights or recoupment rights junior to such Prepetition Liens on the Borrower’s Postpetition and Prepetition Collateral (including, without limitation, any liens of Xxxxx, Inc. that are junior to the Prepetition Liens), (y) be senior to and prime all other postpetition liens on the Guarantor’s Postpetition Collateral and the Borrower’s Postpetition Collateral, including, without limitation, those post-petition liens granted to the lenders under and pursuant to the Initial Final Financing Order, and (z) be senior to and prime all Adequate Protection Liens (as defined herein) ((x), (y) and (z) above, collectively, the “Primed Liens”) pursuant to section 364(d)(1) of the Bankruptcy Code; and (C) shall be immediately junior in priority to any and all valid, perfected, enforceable and non-avoidable Liens Liens, setoff rights or recoupment rights (other than the Primed Liens) on assets of the Borrower or the Guarantor in existence as of the Petition Date with priority over the Prepetition Liens and (including, without limitation, any liens of Xxxxx, Inc. with priority over the Prepetition Lenders Liens) where such Prepetition prior Liens were properly perfected prior to the Petition Date or for which perfection relates back under Section 546(b) of the Bankruptcy Code (collectively, the “Non-Primed Liens”), pursuant to section 364(c)(3) of the Bankruptcy Code. No other person or entity shall receive or be granted any Liens of any type or nature, whether senior to, on parity with, or junior (except as provided in Paragraph 18), to the Postpetition Liens, on any of the Borrower’s Postpetition Collateral or Prepetition Collateral, except only Permitted Liens (as defined in the Prepetition Postpetition Credit Agreement), and no other person or entity shall receive or be granted any Liens of any type or nature, whether senior to, on parity with, or junior to the Postpetition Liens on any of the Guarantor’s Postpetition Xxxxxxxxxx.

Postpetition Liens. As security for the Postpetition Obligations, the Postpetition Lender is hereby granted valid, binding, enforceable, first priority and perfected Liens (the “Postpetition Liens”) in the Postpetition Collateral and the Prepetition Collateral. Subject to the Carve-Out, the The “Postpetition Liens Liens” (A) shall constitute first priority liens in and to all Postpetition Collateral and Prepetition Collateral pursuant to section 364(c)(2) of the Bankruptcy Code; (B) shall (yx) be senior to and prime the Prepetition Liens and any Liens Liens, setoff rights or recoupment rights junior to such Prepetition LiensLiens on the Borrower’s Postpetition and Prepetition Collateral (including without limitation any liens of Xxxxx, Inc.), (y) be senior to and prime all other postpetition liens on the Guarantor’s Postpetition Collateral, and (z) be senior to and prime all Adequate Protection Liens (as defined herein) ((x), (y) and (z) above, collectively, the “Primed Liens”) pursuant to section 364(d)(1) of the Bankruptcy Code; and (C) shall be immediately junior in priority to any and all valid, perfected, enforceable and non-avoidable Liens Liens, setoff rights or recoupment rights (other than the Primed Liens) (including without limitation any liens of Xxxxx, Inc.) on assets of the Borrower or the Guarantor in existence as of the Petition Date with priority over the Prepetition Liens and the Prepetition Lenders where such Prepetition Liens were properly perfected prior to the Petition Date or for which perfection relates back under Section 546(b) of the Bankruptcy Code (collectively, the “Non-Primed Liens”), pursuant to section 364(c)(3) of the Bankruptcy Code. No other person or entity shall receive or be granted any Liens of any type or nature, whether senior to, on parity with, or junior to the Postpetition Liens, on any of the Borrower’s Postpetition Collateral or Prepetition Collateral, except only Permitted Liens (as defined in the Prepetition Credit Agreement), and no other person or entity shall receive or be granted any Liens of any type or nature, whether senior to or on parity with the Postpetition Liens on any of the Guarantor’s Postpetition Collateral.