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 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 (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.

Priority and Liens. (a) Each of the Credit Parties The Borrowers hereby covenantscovenant, represents represent and warrants warrant that, upon entry of the Supplemental DIP Financing Order Interim Order, (i) all amounts owing to the Lenders under the DIP Facility at all times will constitute allowed super-priority administrative expense claims, pursuant to Section 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 having 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 kind specified in or ordered pursuant to Sections sections 105, 326, 328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), and 726 or 1114 of the Bankruptcy Code and (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code, subject only to the Revolving Obligations shall at all times be secured by a perfected first priority Lien on all property and assets of each member of Carve-Out Expenses (collectively, the TP&S Group, except for the Excluded Assets, subject in the case of both (i“Superpriority Claim”) and (ii) only all Obligations owing to (Athe Lenders under the DIP Facility will be secured pursuant to sections 364(c)(2) Senior Liens and (B364(d)(1) 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 by a first priority perfected security interest in and lien upon all assets ("Statutory Committee")tangible, and intangible, real, personal or mixed) of the expenses of members of any such Statutory CommitteeBorrowers, provided that all such fees and expenses are authorized to be paid whether now owned 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 Lendershereafter acquired, including, without limitation, challenging accounts, inventory, cash, cash collateral, equipment, capital stock in subsidiaries, membership interests in subsidiaries, investment property, instruments, chattel paper, real estate, leasehold interests, contracts, copyrights, trademarks, causes of action, including proceeds of avoidance actions, and other general intangibles, and all products, additions, accessions and proceeds thereof (the amount“Collateral”), validity, priority or enforceability of, or asserting any defense, claim, counterclaim or offset toall subject only to the Carve-Out Expenses (collectively, the Pre“Liens”), senior to all liens and encumbrances except only (A) the Carve-Petition Credit Agreement Obligations or the Revolving Obligations or the Liens Out Expenses and (B) liens on Collateral that are existing and valid, perfected, enforceable and unavoidable as of the Collateral Filing Date, other than liens held by on of the Lenders; provided that the Borrowers, the Agent and each Lender acknowledges and agrees that (x) in addition to the LendersCommon DIP Liens referred to in clause (z) below, Obligations owed to Patriot will be secured only by Liens on Collateral that is property of the estates of Borrowers indebted to Patriot (either as primary obligors or guarantors) as of the Filing Date under the Patriot Existing Loans and that is property subject to Existing Liens in favor of Patriot (the “Patriot DIP Liens”) and Superpriority Claims against such estates, (y) in addition to the Common DIP Liens referred to in clause (z) below, Obligations owed to LPP will be secured only by Liens on Collateral that is property of the estates of Borrowers indebted to LPP (either as primary obligors or guarantors) as of the PreFiling Date under the Xxxx Existing Loans and that is property subject Existing Liens in favor of LPP (the “LPP DIP Liens”) and Superpriority Claims against such estates, and (z) if there are Borrowers that are not obligated to Patriot or LPP under Existing Loans (either as primary obligors or guarantors) as of the Filing Date, LPP and Patriot will share pari passu Liens (the “Common DIP Liens”) and Superpriority Claims (the “Common Superpriority Claims”) with respect to such estates and the property thereof to secure the Obligations; provided that if and to the extent such property is subject to a valid and enforceable lien prior to the Filing Date, then such Common DIP Liens shall be junior in priority to such pre-Petition Credit Facility or thisexisting liens and it being more fully understood that that Patriot's Superpriority Claim vis a vis the Xxxx Collateral is subject to the LPP DIP Liens and Xxxx'x Superpriority Claim vis a vis the Patriot Collateral is subject to the Patriot DIP Liens.

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 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.