Priority Liens. All of the Obligations are secured by Liens on substantially all the assets of the Borrowers and, at all times, shall constitute administrative expenses of the Borrowers in the Bankruptcy Case with priority under Section 364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, subject and subordinate only to the Professional Fee Carve Out. No other claims, except for the aforementioned, having a priority superior or pari passu to that granted to or on behalf of the Lender shall be granted or approved while any of the Obligations or the Commitment remain outstanding.
Priority Liens. The term “Priority Liens” shall mean and refer to (i) Liens on any of Debtor’s personal property the purchase price and related acquisition costs of which are financed by third-party lenders or lessors as permitted by the Credit Agreement; (ii) Liens in existence on the date any asset becomes Collateral, to the extent such asset is taken, with the express written consent of Lender, subject to such Lien; (iii) Liens that are Permitted Liens that must be perfected by possession or control and the third-party to whom such Lien is granted has possession or control of the Collateral relating thereto and such third-party has not entered into any agreement altering such priority; (iv) Liens (including tax liens) in favor of any Governmental Authority which pursuant to statute or law creating such Lien and other applicable law, have priority over the Liens granted under this Security Agreement; (v) Liens set forth on Exhibit C hereto and (vi) Liens permitted under clauses (c), (d), (e), (i) and (k) of the definition of “Ordinary Course Liens” in the Credit Agreement. GENERAL SECURITY AGREEMENT
Priority Liens. The term “Priority Liens” shall mean and refer to (i) Liens on any of Debtor’s personal property the purchase price and related acquisition costs of which are financed by third-party lender as permitted by the Credit Agreement; (ii) Liens in existence on the date any asset becomes Collateral, to the extent such asset is taken, with the express written consent of Agent, subject to such Lien; (iii) Liens that are Permitted Liens that must be perfected by possession and the third-party to whom such Lien is granted has possession of the Collateral relating thereto and such third-party has not entered into any agreement altering such priority; (iv) Liens (including tax Liens) in favor of any Governmental Authority which pursuant to statute or law creating such Lien and other applicable law, have priority over the Liens granted under this Security Agreement and (v) Liens set forth on Exhibit C hereto.
Priority Liens. Unless an Event of Default has occurred and is continuing, the Collateral Agent shall not require the filing of intellectual property Lien filings in jurisdictions outside of the United States.
Priority Liens. The security interests granted pursuant to this Agreement upon completion of the filings and other actions specified on SCHEDULE 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral (PROVIDED that, with respect to the Foreign Subsidiary Voting Stock of any Foreign Subsidiary pledged hereunder, the security interest therein may not constitute a valid perfected security interest under laws other than those of the United States) in favor of the Administrative Agent, for the ratable benefit of the Lenders as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens described on SCHEDULE 7. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor's jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor's chief executive office or sole place of business or principal residence, as the case may be, are specified on SCHEDULE 4. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof. Inventory and Equipment. On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on SCHEDULE 5. Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.
Priority Liens. 14 Section 5.6. Cross-Default and Cross-Collateralization. 15
Priority Liens. The security interests granted to the Lender pursuant to this Section 5 shall be and shall remain of the first priority (subject only to Permitted Liens) at all times while any of the Obligations remain unpaid or unperformed.
Priority Liens. (a) Subject to the limitations set forth in clause (b) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and, to the extent required hereunder, perfected Security Interests in the Collateral in favor of the Department, for the benefit of the Department, as collateral security for the obligations of the Grantors under the SIB Loan Agreement, upon the filing of all financing statements naming each Grantor as “debtor” and the Department as “secured party” and describing the Collateral in the applicable filing offices, and (ii) are prior to all other Liens on the Collateral other than Permitted Liens (as defined in the Indenture, with the exception of Liens to secure the Notes, which will be subordinate to the Security Interests granted pursuant to this Security Agreement).
(b) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by filings pursuant to the Uniform Commercial Codes of the relevant State(s).
Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 will constitute valid perfected security interests in all of the Collateral in favor of the Canadian Administrative Agent, for the ratable benefit of the Canadian Lenders, as collateral security for each Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor (i) other than buyers in good faith in the Ordinary Course of Business, as provided for in Section 28 of the PPSA, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing and are prior to all other Liens on the Collateral except for Liens permitted by the Credit Agreement, and (ii) Liens which have priority over the Liens on the Collateral by operation of law. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Canadian Loan Party’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Canadian Loan Party’s chief executive office or sole place of business, as the case may be, are specified on Schedule 4. Such Canadian Loan Party has furnished to the Canadian Administrative Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof.
Priority Liens. All of the Obligations are secured by Liens on the Cash Collateral and, at all times, shall constitute first priority Liens under Section 364(d) of the Bankruptcy Code. No other claims secured by the Cash Collateral having a priority superior or pari passu to that granted to or on behalf of the L/C Issuer shall be granted or approved while any of the Obligations or the Commitment remains outstanding. All of the Obligations shall constitute administrative expenses of the Applicants in the Bankruptcy Case with priority under Section 364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code. No other claims having a priority superior or pari passu to that granted to or on behalf of the L/C Issuer shall be granted or approved while any of the Obligations or the Commitment remains outstanding.
