Common use of Priority and Liens Clause in Contracts

Priority and Liens. (a) Each of the Credit Parties hereby covenants, represents and warrants that, upon entry of the Supplemental DIP Financing Order (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Revolving Obligations shall at all times constitute allowed administrative expense claims in the Bankruptcy Cases with priority over all administrative expense claims and unsecured claims against the Credit Parties, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Sections 105, 326, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), and 1114 of the Bankruptcy Code and (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code, the Revolving Obligations shall at all times be secured by a perfected first priority Lien on all property and assets of each member of the TP&S Group, except for the Excluded Assets, subject in the case of both (i) and (ii) only to (A) Senior Liens and (B) the Carve Out (defined below) in an aggregate amount not in excess of $1,050,000 (the "Carve-Out"). The Carve-Out may be used only to pay the fees and expenses of professionals employed by the Credit Parties, the fees and expenses of professionals employed by any statutory committee appointed by the Bankruptcy Court under Section 1102 of the Bankruptcy Code ("Statutory Committee"), and the expenses of members of any such Statutory Committee, provided that all such fees and expenses are authorized to be paid or approved by the Bankruptcy Court to the extent required under the Bankruptcy Code; provided, however, that the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party, including the Credit Parties or any Statutory Committee, in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Agents, the Lenders, the Pre-Petition Agents or the Pre-Petition Lenders, including, without limitation, challenging the amount, validity, priority or enforceability of, or asserting any defense, claim, counterclaim or offset to, the Pre-Petition Credit Agreement Obligations or the Revolving Obligations or the Liens of the Collateral Agent and the Lenders, under either the Pre-Petition Credit Facility or this

Priority and Liens. (a) Each of the Credit Parties hereby covenants, represents and warrants that, upon entry of the Supplemental Interim DIP Financing Order (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Revolving Obligations shall at all times constitute allowed administrative expense claims in the Bankruptcy Cases with priority over all administrative expense claims and unsecured claims against the Credit Parties, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Sections 105, 326, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), and 1114 of the Bankruptcy Code and (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code, the Revolving Obligations shall at all times be secured by a perfected first priority Lien on all property and assets of each member of the TP&S Group, except for the Excluded Assets, subject in the case of both (i) and (ii) only to (A) Senior Liens and (B) the Carve Out (defined below) in an aggregate amount not in excess of $1,050,000 (the "Carve-Out"). The Carve-Out may be used only to pay the fees and expenses of professionals employed by the Credit Parties, the fees and expenses of professionals employed by any statutory committee appointed by the Bankruptcy Court under Section 1102 of the Bankruptcy Code ("Statutory Committee"), and the expenses of members of any such Statutory Committee, provided that all such fees and expenses are authorized to be paid or approved by the Bankruptcy Court to the extent required under the Bankruptcy Code; provided, however, that the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party, including the Credit Parties or any Statutory Committee, in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Agents, the Lenders, the Pre-Petition Agents or the Pre-Petition Lenders, including, without limitation, challenging the amount, validity, priority or enforceability of, or asserting any defense, claim, counterclaim or offset to, the Pre-Petition Credit Agreement Obligations or the Revolving Obligations or the Liens of the Collateral Agent and the Lenders, under either the Pre-Petition Credit Facility or thisthis Agreement, in respect thereof. The Lenders agree that so long as the Termination Date shall not have occurred or the Agents or the Lenders have not exercised any remedies as a result of an Event of Default, the Credit Parties shall be permitted to pay compensation and reimbursement of expenses accrued and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable pursuant to the order of the Bankruptcy Court, and the same shall not reduce the amount available under the Carve-Out. The foregoing shall not be construed as a consent to the allowance of any fees and expenses or bonuses referred to above and shall not affect the right of the Credit Parties, the Agents or the Lenders to object to the allowance and payment of such amounts. Notwithstanding any other provision of this Agreement to the contrary, the Carve-Out may be used to investigate (but not prosecute) prepetition Liens. (b) As to all real property the title to which is held by any of the Credit Parties, or the possession of which is held by any of the Credit Parties pursuant to a leasehold interest or otherwise, each of the Credit Parties hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Collateral Agent on behalf of the Lenders all of the right, title and interest of such Credit Party in all of such owned real property and in all such leasehold interests or other interests, together in each case with all of the right, title and interest of such Credit Party in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof, such assignment, conveyance and security interest to have the priorities set forth in Section 9.1(a)(i) and (ii) above.

Priority and Liens. (a) Each of the Credit Parties hereby covenants, represents and warrants that, upon entry of the Supplemental Interim DIP Financing Order (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Revolving Obligations shall at all times constitute allowed administrative expense claims in the Bankruptcy Cases with priority over all administrative expense claims and unsecured claims against the Credit Parties, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Sections 105, 326, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), and 1114 of the Bankruptcy Code and (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code, the Revolving Obligations shall at all times be secured by a perfected first priority Lien on all property and assets of each member of the TP&S Transit Group, except for the Excluded Assets, and all assets directly related to the Specified Contracts (other than the equipment set forth on Schedule III) subject in the case of both (i) and (ii) only to (A) Senior Liens and Liens, (B) the Carve Out (defined below) in an aggregate amount not in excess of $1,050,000 1,450,000 (the "Carve-Out")) and (C) the UST/Clerk Fees. The Carve-Out may be used only to pay the fees and expenses of professionals employed by the Credit Parties, the fees and expenses of professionals employed by any statutory committee appointed by the Bankruptcy Court under Section 1102 of the Bankruptcy Code ("Statutory Committee"), and the expenses of members of any such Statutory Committee, ; provided that all such fees and expenses are authorized to be paid or approved by the Bankruptcy Court to the extent required under the Bankruptcy Code; provided, however, that the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party, including the Credit Parties or any Statutory Committee, in connection with the initiation or prosecution (but not investigation) of any claims, causes of action, adversary proceedings or other litigation against the Agents, the Lenders, the Pre-Petition Agents Administrative Agent or the Pre-Petition Lenders, including, without limitation, challenging the amount, validity, priority or enforceability of, or asserting any defense, claim, counterclaim or offset to, the Pre-Petition Credit Agreement Obligations or the Revolving Obligations or the Liens of the Collateral Administrative Agent and the LendersLenders under this Agreement in respect thereof. The Lenders agree that so long as the Maturity Date shall not have occurred or the Administrative Agent or the Lenders have not exercised any remedies as a result of an Event of Default, the Credit Parties shall be permitted to pay compensation and reimbursement of expenses accrued and payable under either 11 U.S.C.ss. 330 and 11 U.S.C.ss. 331, as the Presame may be due and payable xx xxxxxrized by the Bankruptcy Court, and the same shall not reduce the amount available under the Carve-Petition Out. The foregoing shall not be construed as a consent to the allowance of any fees and expenses or bonuses referred to above and shall not affect the right of the Credit Facility Parties, the Administrative Agent or thisthe Lenders to object to the allowance and payment of such amounts.

Priority and Liens. (a) Each of the Credit Parties hereby covenants, represents and warrants that, upon entry of the Supplemental Interim DIP Financing Order (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Revolving Obligations shall at all times constitute allowed administrative expense claims in the Bankruptcy Cases with priority over all administrative expense claims and unsecured claims against the Credit Parties, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Sections 105, 326, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), and 1114 of the Bankruptcy Code and (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code, the Revolving Obligations shall at all times be secured by a perfected first priority Lien on all property and assets of each member of the TP&S Transit Group, except for the Excluded Assets, and all assets directly related to the Specified Contracts (other than the equipment set forth on Schedule III) subject in the case of both (i) and (ii) only to (A) Senior Liens and Liens, (B) the Carve Out (defined below) in an aggregate amount not in excess of $1,050,000 1,450,000 (the "Carve-Out")) and (C) the UST/Clerk Fees. The Carve-Out may be used only to pay the fees and expenses of professionals employed by the Credit Parties, the fees and expenses of professionals employed by any statutory committee appointed by the Bankruptcy Court under Section 1102 of the Bankruptcy Code ("Statutory Committee"), and the expenses of members of any such Statutory Committee, ; provided that all such fees and expenses are authorized to be paid or approved by the Bankruptcy Court to the extent required under the Bankruptcy Code; provided, however, that the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party, including the Credit Parties or any Statutory Committee, in connection with the initiation or prosecution (but not investigation) of any claims, causes of action, adversary proceedings or other litigation against the AgentsAdministrative Agent, the Lenders, the Pre-Petition Agents Issuer or the Pre-Petition Lenders, including, without limitation, challenging the amount, validity, priority or enforceability of, or asserting any defense, claim, counterclaim or offset to, the Pre-Petition Credit Agreement Obligations or the Revolving Obligations or the Liens of the Collateral Agent Administrative Agent, the Issuer and the LendersLenders under this Agreement in respect thereof. The Lenders and the Issuer agree that so long as the Maturity Date shall not have occurred or the Administrative Agent or the Lenders have not exercised any remedies as a result of an Event of Default, the Credit Parties shall be permitted to pay compensation and reimbursement of expenses accrued and payable under either 11 U.S.C.ss. 330 and 11 U.S.C.ss. 331, as the Presame may bx xxx xxd payable as authorized by the Bankruptcy Court, and the same shall not reduce the amount available under the Carve-Petition Out. The foregoing shall not be construed as a consent to the allowance of any fees and expenses or bonuses referred to above and shall not affect the right of the Credit Facility Parties, the Administrative Agent, the Issuer or thisthe Lenders to object to the allowance and payment of such amounts.

Priority and Liens. (a) Each of the Credit Parties hereby covenants, represents and warrants that, upon entry of the Supplemental Interim DIP Financing Order and the Amendment Order (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Revolving Obligations shall at all times constitute allowed administrative expense claims in the Bankruptcy Cases with priority over all administrative expense claims and unsecured claims against the Credit Parties, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Sections 105, 326, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), and 1114 of the Bankruptcy Code and (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code, the Revolving Obligations shall at all times be secured by a perfected first priority Lien on all property and assets of each member of the TP&S Transit Group, except for the Excluded Assets, and all assets directly related to the Specified Contracts (other than the equipment set forth on Schedule III) subject in the case of both (i) and (ii) only to (A) Senior Liens and Liens, (B) the Carve Out (defined below) in an aggregate amount not in excess of $1,050,000 1,450,000 (the "Carve-Out")) and (C) the UST/Clerk Fees. The Carve-Out may be used only to pay the fees and expenses of professionals employed by the Credit Parties, the fees and expenses of professionals employed by any statutory committee appointed by the Bankruptcy Court under Section 1102 of the Bankruptcy Code ("Statutory Committee"), and the expenses of members of any such Statutory Committee, ; provided that all such fees and expenses are authorized to be paid or approved by the Bankruptcy Court to the extent required under the Bankruptcy Code; provided, however, that the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party, including the Credit Parties or any Statutory Committee, in connection with the initiation or prosecution (but not investigation) of any claims, causes of action, adversary proceedings or other litigation against the Agents, the Lenders, the Pre-Petition Agents Administrative Agent or the Pre-Petition Lenders, including, without limitation, challenging the amount, validity, priority or enforceability of, or asserting any defense, claim, counterclaim or offset to, the Pre-Petition Credit Agreement Obligations or the Revolving Obligations or the Liens of the Collateral Agent Administrative Agent, the Lenders and the LendersIssuer under this Agreement in respect thereof. The Lenders agree that so long as the Tranche B Maturity Date shall not have occurred or the Administrative Agent or the Lenders have not exercised any remedies as a result of an Event of Default, the Credit Parties shall be permitted to pay compensation and reimbursement of expenses accrued and payable under either 11 U.S.C. [sec] 330 and 11 U.S.C. [sec] 331, as the Presame may be due and payable as authorized by the Bankruptcy Court, and the same shall not reduce the amount available under the Carve-Petition Out. The foregoing shall not be construed as a consent to the allowance of any fees and expenses or bonuses referred to above and shall not affect the right of the Credit Facility Parties, the Administrative Agent or thisthe Lenders to object to the allowance and payment of such amounts. (b) As to all real property the title to which is held by any of the Credit Parties, or the possession of which is held by any of the Credit Parties pursuant to a leasehold interest or otherwise, each of the Credit Parties hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent on behalf of the Lenders and the Issuer all of the right, title and interest of such Credit Party in all of such owned real property and in all such leasehold interests or other interests, together in each case with all of the right, title and interest of such Credit Party in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof, such assignment, conveyance and security interest to have the priorities set forth in Section 9.01(a)(i) and (ii) above. (c) Each of the Credit Parties acknowledges that, pursuant to the DIP Financing Orders, the Liens in favor of the Administrative Agent on behalf of the Lenders and the Issuer in all of such real property and leasehold interests, and all of the other Collateral, shall be perfected without the taking of any further action, including any recordation of any instruments of mortgage or assignment, or the recording or filing of any financing statements, notices of lien or other similar instruments.