Common use of Secured, Super-Priority Obligations Clause in Contracts

Secured, Super-Priority Obligations. (a) On and after the Closing Date, the provisions of the Loan Documents and the Final Order are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Final Order) in all right, title and interest in the Collateral, enforceable against each Credit Party that owns an interest in such Collateral. (b) Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Final Order, all amounts owing by the Borrower under the Loan and by the Guarantors in respect thereof will be secured by a first priority perfected Lien on the Collateral, subject only to (i) the Liens of the Skymiles Agent in the Skymiles Collateral pursuant to an order of the Bankruptcy Court in form and substance satisfactory to the Administrative Agent, (ii) valid, perfected, nonavoidable and enforceable Liens existing as of the Petition Date, (iii) valid liens in existence at the commencement of the Cases to the extent perfected subsequent to such commencement as permitted by Section 546(b) of the Code (iv) the Carve-Out and (v) Permitted Liens permitted pursuant to Section 6.7(a), (c), (e), (f), (i), (j) (subject, in the case of Amex, to the Skymiles Intercreditor Agreement), (n), (o), (q), (r) or (s). (c) Pursuant to section 364(c)(i) of the Bankruptcy Code and the Final Order, all obligations of the Borrower and the obligations of the Guarantors under the Guaranty in respect thereof at all times will constitute allowed Super-Priority Claim in each of the Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-Out. (d) The Final Order and the transactions contemplated hereby and thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed in any manner that affects the rights or duties of the Administrative Agent, the Arrangers or the Lenders, in each case, without the prior written consent of the Administrative Agent.

Secured, Super-Priority Obligations. (a) On and after the Closing Date, the provisions of the Loan Documents and the Final Order Orders are effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Final OrderOrders) in all right, title and interest of each Borrower in the Collateral, enforceable against each Credit Party Borrower that owns an interest in such Collateral, except to the extent the perfection of such lien would require the recording of a memorandum of lease or a leasehold mortgage in the applicable real estate records. (b) Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Final OrderOrders, all amounts owing by the Borrower Borrowers under the Loan and by the Guarantors in respect thereof will be secured by a first priority perfected Lien on the Collateral, subject only to (i) the Liens of the Skymiles Agent in the Skymiles Collateral pursuant to an order of the Bankruptcy Court in form and substance satisfactory to the Administrative Agent, (ii) valid, perfected, nonavoidable and enforceable Liens existing as of the Petition DateClosing Date and listed on Disclosure Schedule 3.21, (iiiii) valid liens in existence at on the commencement of the Cases Closing Date to the extent perfected subsequent to such commencement date as permitted by Section 546(b) of the Bankruptcy Code and listed on Disclosure Schedule 3.21, (iviii) the Carve-Out and (viv) Permitted Liens permitted pursuant to Section 6.7(a), (c6.7(c), (e6.7(e), (f6.7(f), (i6.7(g), (j) (subject, in the case of Amex, to the Skymiles Intercreditor Agreement6.7(h), (n6.7(i), (o6.7(j), (q6.7(k), (r6.7(m), 6.7(n) or (s6.7(o). (c) Pursuant to section 364(c)(i364(c)(1) of the Bankruptcy Code and the Final OrderOrders, all obligations of the Borrower and the obligations of the Guarantors under the Guaranty in respect thereof Borrowers at all times will constitute allowed Super-Priority Claim Claims in each of the Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-OutCarve Out and the First Data Claim (which claim shall be pari passu or junior to the Obligations in favor of Administrative Agent). (d) The Final Order Orders and the transactions contemplated hereby and thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed in any manner that affects the rights or duties of the Administrative Agent, the Arrangers or the Lendersstayed, in each case, without the prior written consent of the Administrative Agent.

Secured, Super-Priority Obligations. (a) On and after the Closing Date, the provisions of the Loan Documents and the Final Lending Order are effective to create in favor of the Administrative Agent, for the benefit of (x) the Secured Parties, Parties legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Final Lending Order and, in any event, subject to the Carve-Out) in all right, title and interest in the Pledged Collateral, enforceable against the Borrower, and (y) the Issuing Bank’s legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Lending Order) in all right, title and interest in the CollateralLC Collateral Account, enforceable against each Credit Party that owns an interest in such Collateralthe Borrower. (b) All Obligations shall at all times: (i) Pursuant to subsections 364(c)(2) and (3subsection 364(c)(1) of the Bankruptcy Code Code, be entitled to Super-Priority Claims in the Case having priority over all administrative expenses of any kind specified in sections 503(b) and 507(b) of the Final OrderBankruptcy Code; (ii) pursuant to subsection 364(c)(2) of the Bankruptcy Code, all amounts owing by the Borrower under the Loan and by the Guarantors in respect thereof will be secured by a perfected first priority perfected Lien on the Collateral, subject only to (i) the Liens of the Skymiles Agent in the Skymiles Collateral pursuant to an order of the Bankruptcy Court in form and substance satisfactory to the Administrative Agent, (ii) extent that such Collateral is not subject to valid, perfected, nonavoidable perfected and enforceable non-avoidable Liens existing as of the Petition Date, commencement of the Case; and (iii) valid liens pursuant to Bankruptcy Code section 364(c)(3), be secured by a perfected junior Lien on all Collateral, to the extent that such Collateral is subject to valid, perfected and non-avoidable Liens in favor of third parties in existence at the time of the commencement of the Cases Case or to valid Liens in existence at the extent time of such commencement that are perfected subsequent to such commencement as permitted by Section 546(b) of the Code (iv) the Carve-Out and (v) Permitted Liens permitted pursuant to Section 6.7(a), (c), (e), (f), (i), (j) (subject, in the case of Amex, to the Skymiles Intercreditor Agreement), (n), (o), (q), (r) or (s). (c) Pursuant to section 364(c)(i) of the Bankruptcy Code and excluding the Final Order, all obligations of Excluded Collateral (the Borrower and the obligations of the Guarantors under the Guaranty in respect thereof at all times will constitute allowed Super-Priority Claim “Existing Liens”); subject in each of the Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject case only to the Carve-Out. Notwithstanding the foregoing, no portion of the Carve-Out or proceeds of the Term Loans may be used: (a) for professional fees and expenses incurred after the date of the approval of the Lending Order for (i) any litigation or threatened litigation (whether by contested matter, adversary proceeding or otherwise, including any investigation in connection with litigation or threatened litigation) against the Parties or for the purpose of objecting to or challenging the validity, perfection, enforceability, extent or priority of any claim, lien or security interest held or asserted by the Secured Parties or (ii) asserting any defense, claim, cause of action, counterclaim, or offset with respect to the Obligations or including the Liens with respect thereto; (b) to prevent, hinder or otherwise delay any Secured Parties’ assertion, enforcement or realization on the Collateral in accordance with the Loan Documents or the Lending Order other than to seek a determination that an Event of Default has not occurred or is not continuing; or (c) to seek to modify any of the rights granted to the Secured Parties under the Lending Order or under the Loan Documents, in each of the foregoing cases without the Secured Parties’ prior written consent, which may be given or withheld by such party in the exercise of its respective sole discretion. (dc) The Final Lending Order and the transactions contemplated hereby and thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed in any manner that affects the rights or duties of the Administrative Agent, the Arrangers or the Lenders, in each case, without the prior written consent of the Administrative AgentSecured Parties (not to be unreasonably withheld, delayed, or conditioned).

Secured, Super-Priority Obligations. (a) On and after the Closing Effective Date, the provisions of the Loan Documents and the Final DIP Order are effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Final DIP Order) in all right, title and interest of each Borrower in the Collateral, enforceable against each Credit Party Borrower that owns an interest in such Collateral, except to the extent the perfection of such lien would require the recording of a memorandum of lease or a leasehold mortgage in the applicable real estate records. (b) Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Final DIP Order, all amounts owing by the Borrower Borrowers under the Loan and by the Guarantors in respect thereof will be secured by a first priority perfected Lien on the Collateral, subject only to (i) the Liens of the Skymiles Agent in the Skymiles Collateral pursuant to an order of the Bankruptcy Court in form and substance satisfactory to the Administrative Agent, (ii) valid, perfected, nonavoidable and enforceable Liens existing as of the Petition DateClosing Date and listed on Disclosure Schedule 3.21, (iiiii) valid liens in existence at on the commencement of the Cases Closing Date to the extent perfected subsequent to such commencement date as permitted by Section 546(b) of the Bankruptcy Code and listed on Disclosure Schedule 3.21, (iviii) the Carve-Out and (viv) Permitted Liens permitted pursuant to Section 6.7(a), (c6.7(c), (e6.7(e), (f6.7(f), (i6.7(g), (j) (subject, in the case of Amex, to the Skymiles Intercreditor Agreement6.7(h), (n6.7(i), (o6.7(j), (q6.7(k), (r6.7(m), 6.7(n) or (s6.7(o). (c) Pursuant to section 364(c)(i364(c)(1) of the Bankruptcy Code and the Final DIP Order, all obligations of the Borrower and the obligations of the Guarantors under the Guaranty in respect thereof Borrowers at all times will constitute allowed Super-Priority Claim Claims in each of the Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-OutCarve Out and the First Data Claim (which claim shall be pari passu or junior to the Obligations in favor of Administrative Agent). (d) The Final DIP Order and the transactions contemplated hereby and thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed in any manner that affects the rights or duties of the Administrative Agent, the Arrangers or the Lendersstayed, in each case, without the prior written consent of the Administrative Agent.

Secured, Super-Priority Obligations. (a) On and after the Closing Date, the provisions of the Loan Documents and the Final Order Orders are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Final OrderOrders) in all right, title and interest in the Collateral, enforceable against each Credit Party that owns an interest in such Collateral. (b) Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Final OrderOrders, all amounts owing by the Borrower under the Loan and by the Guarantors in respect thereof will be secured by a first priority perfected Lien on the Collateral, subject only to (i) the Liens of the Skymiles Agent in the Skymiles Collateral pursuant to an order of the Bankruptcy Court in form and substance satisfactory to the Administrative Agent, (ii) valid, perfected, nonavoidable and enforceable Liens existing as of the Petition Date, (iii) valid liens in existence at the commencement of the Cases to the extent perfected subsequent to such commencement as permitted by Section 546(b) of the Code (iv) the Carve-Out and (v) Permitted Liens permitted pursuant to Section 6.7(a), (c), (e), (f), (i), (j) (subject, in the case of Amex, to the Skymiles Intercreditor Agreement), (n), (o), (q), (r) or (s). (c) Pursuant to section 364(c)(i) of the Bankruptcy Code and the Final OrderOrders, all obligations of the Borrower and the obligations of the Guarantors under the Guaranty in respect thereof at all times will constitute allowed Super-Priority Claim in each of the Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-Out. (d) The Final Order Orders and the transactions contemplated hereby and thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed in any manner that affects the rights or duties of the Administrative Agent, the Arrangers or the Lenders, in each case, without the prior written consent of the Administrative Agent.