Security and Priority. The obligations of the Borrowers under the DIP Facility and the obligations of each Guarantor in respect of its guarantee of all of the foregoing shall, subject to the Carve-Out (as defined below), at all times: (a) be entitled to superpriority administrative expense claim status in the Case of such Loan Party (the “DIP Superpriority Claims”); (b) be secured by a perfected first priority security interest and lien on the Collateral of each Loan Party to the extent such Collateral is not subject to valid, perfected and non-avoidable liens as of the Petition Date (subject to customary exclusions and excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that notwithstanding such exclusion of Avoidance Actions, upon entry of the Final DIP Order, to the extent approved by the Bankruptcy Court, such lien shall attach to any proceeds of Avoidance Actions); (c) except as otherwise provided in the immediately following clause (d) be secured by a junior perfected security interest and lien on the Collateral of each Loan Party to the extent that such Collateral is subject to valid, perfected and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition Credit Agreement, or to valid and unavoidable permitted liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (other than the existing liens that secure obligations of the applicable Loan Party under or governed by the Prepetition Credit Agreement, which existing liens will be primed by the liens described in clause (d) below), subject as to priority to such liens in favor of such third parties; and (d) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected priming security interest and lien on the Collateral of each Loan Party (such lien and security interest, the “Priming Liens”) to the extent that Collateral is subject to existing liens that secure the obligations of the applicable Loan Party under the Prepetition Credit Agreement (the “Primed Liens”). The Priming Liens (x) shall be senior in all respects to the interests in such property of the Prepetition Secured Lenders under the Prepetition Credit Facilities (the “Primed Parties”) and (y) shall also b...
Security and Priority. As security for the obligations of the Company to the Lender, the Company shall execute and deliver to the Agent a General Security Agreement. The Company's repayment obligations under the Note shall rank prior to all other indebtedness of the Company, other than the existing registered charges and security interests listed in Schedule G.
Security and Priority. Waiver of defences
Security and Priority. The obligations of the Borrower under the Exit Facility and each Guarantor in respect of its guarantee of all of the foregoing, shall, at all times be secured by a perfected first priority senior security interest and lien on the Collateral of the Loan Parties, subject to the Documentation Principles and the lien priorities described above vis a vis the Revolver Carveout. “Collateral” means all owned or hereafter acquired assets and property of the Loan Parties (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries), and the proceeds thereof, subject to exclusions to be agreed that are customary for facilities of this type (including that leasehold mortgages shall not be required to be entered into in connection with the Exit Facility). Conditions Precedent to Extension of Credit: Conditions precedent to each borrowing under the Exit Facility shall be customary for financings of this type and consistent with the Documentation Principles, and shall include, without limitation: (i) the preparation, authorization, execution and delivery by the Borrower and the Guarantors of loan and security documentation, borrowing notices, closing certificates, organizational documents, evidence of authorization and good standing in each case in customary form and satisfactory to the Administrative Agent and the Required Lenders; (ii) all documents and instruments required to create and perfect the liens in the Collateral shall have been executed and delivered by the Borrower, the Guarantors and any other necessary persons or entities and be in proper form for filing in the appropriate jurisdiction; (iii) the representations and warranties of the Borrower and Guarantors under the Exit Facility Documents shall be true and correct in all material respects; (iv) no default under the Exit Facility Documents shall have occurred and be continuing; (v) the Administrative Agent and the Required Lenders shall be reasonably satisfied with the cash management arrangements of the Loan Parties; (vi) the Administrative Agent shall have received favorable opinions of company counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Exit Loan Documents in form and substance satisfactory to the Administrative Agen...
Security and Priority. As security for the obligations of the Company to the Lender, the Company shall make all reasonable efforts to cause Voice Mobility Inc. (the "Guarantor") to execute and deliver to the Lender a General Security Agreement on the assets of the Guarantor. The Company's repayment obligations under the Note shall rank prior to all indebtedness of the Company, other than the existing registered charges and security interests listed in Schedule "G".
Security and Priority. All amounts owing by the Issuers under the Second Lien DIP Facility and the obligations of the Guarantors in respect thereof will be secured, subject to (i) the Carve-Out (as defined in the commitment letter dated as of the date hereof with respect to the EFIH First Lien DIP Facility among EFIH, Deutsche Bank Securities Inc., as Left Lead DIP Facility Arranger (as defined therein), and the other financial institutions party thereto (the “EFIH First Lien DIP Commitment Letter”)), (ii) the liens granted to secure the EFIH First Lien DIP Financing and other liens and encumbrances permitted by the DIP Documents and (iii) all valid, perfected, enforceable and unavoidable liens as of the Closing (the “Permitted Liens”), by a second priority perfected security interest in all assets owned by the Issuers that secures the EFIH First Lien DIP Financing, including, without limitation, distributions pursuant to the Oncor TSA so long as the Oncor TSA Amendment is in effect (the “Collateral”). The liens granted under the Second Lien DIP Facility will be junior only to the (i) the Carve-Out, (ii) the liens granted to secure the EFIH First Lien DIP Financing and other liens and encumbrances permitted by the DIP Documents and (iii) the Permitted Liens. The Issuers shall use commercially reasonable efforts to obtain the entry of an order providing that the liens under the Second Lien DIP Facility prime, and are in all respects senior to, any Allowed EFIH Second Lien Makewhole Claims of Non-Settling EFIH Second Lien Note Holders. In the Chapter 11 Cases, the Note Purchasers will be granted in the DIP Order (as defined below) a superpriority administrative claim under section 364(c)(1) of the Bankruptcy Code for the payment of the obligations under the Second Lien DIP Facility with priority above all other administrative claims, subject to the Carve-Out and the liens granted under the EFIH First Lien DIP Financing. The Second Lien DIP Facility will be subject to an intercreditor agreement, which includes, among other things, customary payment block and standstill provisions (the “Intercreditor Agreement”), in form and substance reasonably acceptable to the lenders under the EFIH First Lien DIP Financing, the Issuers, and the Note Purchasers. Conditions Precedent to the Closing The closing date (the “Closing”) under the Second Lien DIP Facility shall be subject to satisfaction (or waiver) of the following conditions: A. The DIP Documents shall be in form and substance consiste...
Security and Priority. As security for payment of the Obligations (as defined below) under this Note, the Borrower and the Lender have entered into that certain Security Agreement of even date herewith (the “Security Agreement”). The Security Agreement and this Note are sometimes hereinafter referred to as the “Loan Documents.” The Borrower and the Lender have agreed that all Obligations under this Note will be secured by all of the Collateral (as that term is defined in the Security Agreement) of the Borrower, and the liens and security interests granted to the Lender will be senior to all liens of all parties in the Collateral.
Security and Priority. As security for payment of the Face Amount under this Note, the Borrower and the Lender have entered into that certain Security Agreement dated as of March 30, 2020 (the “Security Agreement”). The Security Agreement and the Note are sometimes hereinafter referred to as the “Loan Documents.” The Borrower and the Lender have agreed that all obligations under this Note will be secured by all of the Collateral (as that term is defined in the Security Agreement) of the Borrower.
Security and Priority. The obligations of the Borrower under the Exit Facility and each Guarantor in respect of its guarantee of all of the foregoing, shall, at all times be secured by a perfected first priority senior security interest and lien on the Collateral of the Loan Parties, subject to the Documentation (xvii) The Administrative Agent and the Required Lenders shall have received such other documentations as may be reasonably requested by them.
Security and Priority. 22 2.13 Certain Excluded Expenditures.. . . . . . . . . . . 22
