Common use of Priority and Security Clause in Contracts

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) subject to the Carve-Out; and (d) The Superpriority Claims and Liens referred to in subsections (a), (b) and (c) of this Section 2.5 shall be subject to the Carve-Out.

Priority and Security. On and after entry Subject to the Carve-Out, all obligations of the Interim OrderBorrowers and the Guarantors under the DIP Documents (or hereunder), including, without limitation, all Obligations willprincipal, at accrued interest, costs, fees, indemnities, reimbursements and premiums provided for herein and herein, and all times: obligations of the Debtors under the DIP Facility (athe “DIP Obligations”) Pursuant shall be entitled to super priority claim status pursuant to section 364(c)(1) of the Bankruptcy Code, constitute allowed super-with priority over any and all administrative expense claims and unsecured claims, of the Secured Lenders in the Bankruptcy Casesany kind or nature whatsoever, 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 now existing 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 arising under the Bankruptcy Code ("Superpriority the “DIP Claims"), subject ”) • Subject to the Carve-Out;, all DIP Obligations in respect of the DIP Facility shall be: (b) Pursuant i. secured, pursuant to section Section 364(c)(2) of the Bankruptcy Code, be secured by a perfectedvalid, first-enforceable, fully perfected and automatic first priority security interest in and Lien (subject to Liens permitted pursuant to Section 9.2.3. hereof other than Liens securing Indebtedness) lien on all Property property and assets (or interests therein) of the Debtors Borrowers’ and the Guarantors’ estates (other than any Excluded Assets) and their estates of every kind or type whatsoever, whether tangible, intangible, real, personal or mixed and mixed, whether now owned or hereafter acquired or arising, wherever located) as of the Petition Date that, and including as of the Petition Date, was unencumbered (the “First Priority DIP Collateral”); including, without limitation, all real property of and the estates of each of the Debtors within the meaning of section 541 of the Bankruptcy Code and all proceedsfacility located in Marble, rents and products of the foregoing and all distributions thereon that are not otherwise encumbered by validNorth Carolina; and ii. secured, perfected and unavoidable Liens in existence on the Petition Date or pursuant 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 Section 364(c)(3) of the Bankruptcy Code, be secured by a valid, enforceable, fully perfected and automatic junior security interest and Lien (subject to Liens permitted pursuant to Section 9.2.3 hereof) priority lien on all property (or interest therein) of the Debtors Borrowers’ and Guarantors’ estates (whether tangible, intangible, real, personal or mixed and wherever located) as of the Petition Date that (and subject and junior only to that): a. is subject to valid, perfected perfected, and unavoidable Liens nonavoidable liens in existence on as of 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(including mortgages, (i) excluding the following (A) the Excluded Assets mechanics’ liens and (B) any property subject to Liens permitted pursuant to Section 9.2.3 hereof fixture filings disclosed to the extent that DIP Agent and the agreements granting or providing for DIP Lender); limited, with respect to all real property and the grant of such Liens would be violated if such property was subject facilities, to such junior security interest and lien and such prohibition is enforceable after the Petition Date; and (ii) subject to the Carve-Out; and (d) The Superpriority Claims and Liens referred to in subsections (a), (b) and (c) of this Section 2.5 shall be subject to the Carve-Out.those located in: