SUPER-PRIORITY CLAIMS AND COLLATERAL SECURITY Sample Clauses

SUPER-PRIORITY CLAIMS AND COLLATERAL SECURITY. The Borrower hereby represents, warrants and covenants that, upon entry of the Interim Order or the Final Order, whichever first occurs, (a) the Obligations shall at all times constitute a Super-Priority Claim having priority, pursuant to Section 364(c)(1) of the Bankruptcy Code, subject only to the Carve Out, and (b) pursuant to Section 364(c)(2), (3) and (d) (as to liens junior to the liens securing the Prepetition Facility) of the Bankruptcy Code and the Security Documents, the Obligations shall at all times be secured by a perfected security interest in certain of the assets, whether now owned or hereafter acquired of the Borrower and the Guarantors, pursuant to the terms of the Security Documents, and (iii) a pledge, for the benefit of the Lenders and the Administrative Agent, of the capital stock or other equity interests of the Borrower and each of the Subsidiary Guarantors, PARI PASSU with the Notes, subject only to (A) Permitted Prior Liens, and (B) the Carve Out; PROVIDED that the priority of such Lien securing the Obligations, to the extent the proceeds thereof shall have been used to repay (or provide cash collateral for) the Prepetition Bank Debt, shall also be equitably subrogated to such Lien priority as was enjoyed by the Liens securing the Prepetition Bank Debt prior to the repayment (or cash collateralization) thereof on the Effective Date. All payments consisting of administrative, compensation and reimbursement expenses constituting Priority Professional Expenses or other items included in the Carve Out shall reduce the Professional Expense Cap or (as the case may be) the balance of the Carve Out dollar for dollar after the occurrence and during the continuance of any Default or Event of Default. The security interests securing the Obligations shall not be subject to Section 551 of the Bankruptcy Code (other than a security interest or lien securing the Prepetition Bank Debt).
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SUPER-PRIORITY CLAIMS AND COLLATERAL SECURITY. The Borrower hereby represents, warrants and covenants that, upon entry of the Interim Order or the Final Order, whichever first occurs, (a) the Obligations shall at all times constitute a Super-Priority Claim having priority, pursuant to Section 364(c)(1), subject only to the Carve Out, and (b) pursuant to Section 364(c)(2) and (3) of the Bankruptcy Code and the Loan Documents, the Obligations shall at all times be secured by the perfected Liens of the Lender Group upon the Collateral, subject, however, to (i) Permitted Liens, and (ii) the Carve Out. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay, as and when the same become due and payable, administrative expenses of the kind specified in 11 U.S.C. Section 503(b) incurred in the ordinary course of business of the Borrower, and compensation and reimbursement expenses allowed and payable under 11 U.S.C. Section 330 and 11 U.S.C. Section 331.
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Related to SUPER-PRIORITY CLAIMS AND COLLATERAL SECURITY

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by Lender, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected (to the extent that Liens on the Collateral can be perfected by the filing of UCC financing statements) Liens on the Collateral in favor of Lender.

  • Collateral; Security Interest (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents as exclusive bailee and agent for the Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) each to the effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.

  • Security Interests in Collateral To secure their Obligations under this Agreement and the other Loan Documents, the Loan Parties shall grant to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a first-priority security interest in all of the Collateral pursuant to the Security Documents.

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Security Interest and Collateral In order to secure the payment and performance of the Secured Obligations, the Debtor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property (hereinafter collectively referred to as the “Collateral”): SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

  • Release of Liens on Collateral (a) The Collateral Trustee’s Liens upon the Collateral will be automatically released:

  • Collateral The Collateral for this Note includes the Funding Agreement and the Guarantee specified on the face hereof.

  • Release of Lien on Collateral At the same time as (i) any Collateral expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account, (ii) such Loan has been the subject of a Discretionary Sale pursuant to Section 2.14, has been sold to the Seller as required under the Sale Agreement or has been sold pursuant to Section 6.5 or (iii) this Agreement terminates in accordance with Section 12.6, the Administrative Agent, as agent for the Secured Parties will, to the extent requested by the Collateral Manager, release its interest in such Collateral. In connection with any sale of such Collateral, the Administrative Agent, as agent for the Secured Parties, will after the deposit by the Collateral Manager of the Proceeds of such sale into the Collection Account, at the sole expense of the Collateral Manager, execute and deliver to the Collateral Manager any assignments, bills of sale, termination statements and any other releases and instruments as the Collateral Manager may reasonably request in order to effect the release and transfer of such Collateral; provided that, the Administrative Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment. Nothing in this section shall diminish the Collateral Manager’s obligations hereunder with respect to the Proceeds of any such sale.

  • Collateral; Collateral Security (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the pledge of any such Mortgage Loan, the Borrower was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder and no Person other than the Borrower has any Lien on any Mortgage Loan.

  • Perfected Security Interests The Collateral Documents, taken as a whole, are effective to create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. With respect to the Collateral as of the Closing Date, at such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (b) the execution of the Account Control Agreements, the Collateral Trustee, for the benefit of the Secured Parties, shall have a first priority perfected security interest and/or mortgage (or comparable Lien) in all of such Collateral to the extent that the Liens on such Collateral may be perfected upon the filings, registrations or recordations or upon the taking of the actions described in clauses (a) and (b) above, subject in each case only to Permitted Liens, and such security interest is entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.15).

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