Priority and Security Clause Samples

Priority and Security. The Collateral Agents shall have a legal, valid and perfected Lien on and security interest in the Collateral with the priorities as set forth in Sections 3.20 and 10.1 (subject only to Permitted Senior Liens) and the Collateral Vessels shall be free of all Liens other than Permitted Collateral Vessel Liens and all other Collateral shall be free of all Liens other than Permitted Liens.

Priority and Security. On and after entry of the Interim Order, all Obligations will, at all times: (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, constitute allowed super-priority administrative expense claims of the Secured Lenders in the Bankruptcy Cases, having priority over all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code and any and all expenses and claims of the Debtors, whether heretofore or hereafter incurred, including but not limited to the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726 or 1114 of the Bankruptcy Code ("Superpriority Claims"), subject to the Carve-Out; (b) Pursuant to section 364(c)(2) of the Bankruptcy Code, be secured by a perfected, first-priority security interest in and Lien (subject to Liens permitted pursuant to Section 9.2.3. hereof other than Liens securing Indebtedness) on all Property of the Debtors (other than any Excluded Assets) and their estates of every kind or type whatsoever, tangible, intangible, real, personal and mixed, whether now owned or hereafter acquired or arising, wherever located, and including without limitation, all property of the estates of each of the Debtors within the meaning of section 541 of the Bankruptcy Code and all proceeds, rents and products of the foregoing and all distributions thereon that are not otherwise encumbered by valid, perfected and unavoidable Liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected subsequent to such commencement as permitted by section 546(b) of the Bankruptcy Code subject to the Carve-Out; (c) Pursuant to section 364(c)(3) of the Bankruptcy Code, be secured by a perfected junior security interest and Lien (subject to Liens permitted pursuant to Section 9.2.3 hereof) on all property of the Debtors that is subject to valid, perfected and unavoidable Liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected subsequent to such commencement as permitted by section 546(b) of the Bankruptcy Code, (i) excluding the following (A) the Excluded Assets and (B) any property subject to Liens permitted pursuant to Section 9.2.3 hereof to the extent that the agreements granting or providing for the grant of such Liens would be violated if such property was subject to such junior security interest and lien and such prohibition is enforceable after the Petition Date; and (ii) s...

Priority and Security. Subject to the Carve-Out, all obligations of the Debtors under the DIP Facility (the “DIP Obligations”) and any DIP H▇▇▇▇▇ shall be:

Priority and Security. The Collateral Agent shall have a legal, valid and perfected Lien on and security interest in the Collateral with the priorities as set forth in Sections 3.20 and 10.1 and the Collateral shall be free of all Liens other than Permitted Liens. The Indebtedness of SPC to any Person other than a Credit Party, listed on Schedule 3.1(c)(v), has been subordinated to the Indebtedness of SPC to the Guarantor (if any) and the Borrower pursuant to the Subordination Agreement.

Priority and Security. All obligations of the Loan Parties under the Exit Facility (the “Exit Obligations”) shall be secured by a first priority security interest in and lien on all now owned and hereafter acquired assets and property, real and personal, tangible and intangible, of the Borrower and the Guarantors, including on 100% of the equity interests in its subsidiaries (collectively, the “Collateral”). Perfection steps with respect to the Collateral will include but shall not be limited to those set forth in the definition of “Collateral and Guarantee Requirements” under and as defined in the Prepetition Credit Agreement.

Priority and Security. Subject to the Carve-Out, all obligations of the Borrowers and the Guarantors under the DIP Documents (or hereunder), including, without limitation, all principal, accrued interest, costs, fees, indemnities, reimbursements and premiums provided for herein and herein, and all obligations of the Debtors under the DIP Facility (the “DIP Obligations”) shall be entitled to super priority claim status pursuant to section 364(c)(1) of the Bankruptcy Code, with priority over any and all administrative expense claims and unsecured claims, of any kind or nature whatsoever, now existing or hereafter arising under the Bankruptcy Code (the “DIP Claims”) • Subject to the Carve-Out, all DIP Obligations in respect of the DIP Facility shall be: i. secured, pursuant to Section 364(c)(2) of the Bankruptcy Code, by a valid, enforceable, fully perfected and automatic first priority lien on all property and assets (or interests therein) of the Borrowers’ and the Guarantors’ estates (whether tangible, intangible, real, personal or mixed and wherever located) as of the Petition Date that, as of the Petition Date, was unencumbered (the “First Priority DIP Collateral”); including, without limitation, all real property and the facility located in Marble, North Carolina; and

Priority and Security. Any additional Term Loan Advances shall be secured by the Collateral and shall have the same priority as the original Term Loan Advances, sharing pari passu in the Collateral and in right of payment, except as otherwise set forth herein and/or otherwise agreed in writing by the parties.

Priority and Security. The Exit Credit Facility, any Hedge Agreement, and any cash management products and services provided by the Agent or any Lender or any direct or indirect Subsidiary or affiliate of Agent or any Lender will be secured by a (x) first priority perfected security interest in each Credit Party’s working capital assets, whether now existing or hereafter arising, including, all accounts, general intangibles, contract rights, all rights to the payment of money, deposit accounts, instruments, documents, chattel paper and inventory and (y) a second priority perfected security interest in all other assets, whether now existing or hereafter arising of the Credit Parties, in each case, subject to customary exceptions to be agreed (collectively, the “Collateral”).

Priority and Security