Common use of Superpriority Claims and Liens Clause in Contracts

Superpriority Claims and Liens. Each Loan Party hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by the Interim DIP Order (and, when applicable, the Final DIP Order) and: (i) pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code, constitute joint and several allowed administrative expense claims in the Chapter 11 Case having superpriority over all administrative expenses of the kind specified in Section 364(c)(1), 503(b), 507(a)(2), 507(b) or 507(d) of the Bankruptcy Code; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority Lien on all otherwise unencumbered Collateral and all proceeds and other property recovered in any Avoidance Action; (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-priority Lien on all Collateral that is subject to (x) valid and perfected Liens in existence on the Petition Date, (y) valid Liens in existence on the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any or (z) valid Liens perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”); provided, that: (A) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely to the extent provided for therein; (C) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement and the other Loan Documents, and the rights of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in clauses (ii) through (iv) will be perfected solely to the extent that such security interests can be perfected by order of the Bankruptcy Court.

Superpriority Claims and Liens. Each of the Loan Party Parties hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by the Interim DIP Order (and, when applicable, Orders of the Final DIP Order) andBorrower and the Guarantors under the Loan Documents: (i) pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code, constitute joint and several allowed administrative expense claims in the Chapter 11 Case having superpriority over all administrative expenses of the kind specified in Section 364(c)(1), 503(b), 507(a)(2), 507(b) or 507(d) of the Bankruptcy Code; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-first priority Lien on all otherwise presently owned and hereafter acquired unencumbered Collateral tangible and all intangible property and assets of the Borrower, the Guarantors and their respective estates wherever located, and any proceeds and products thereof, including, without limitation, accounts, deposit accounts, cash, chattel paper, investment property, letter-of-credit rights, securities accounts, commercial tort claims, causes of action, investments, instruments, documents, inventory, contract rights, general intangibles, intellectual property, real property, fixtures, goods, equipment, vessels and other property recovered in any Avoidance Actionfixed assets and proceeds and products of all of the foregoing (including earnings and insurance proceeds); (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-first priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, Obligations and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents and (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-junior priority Lien on all Collateral presently owned and hereafter acquired tangible and intangible property and assets of the Borrower, the Guarantors and their respective estates wherever located, and any proceeds and products thereof, including, without limitation, accounts, deposit accounts, cash, chattel paper, investment property, letter-of-credit rights, securities accounts, commercial tort claims, causes of action, investments, instruments, documents, inventory, contract rights, general intangibles, intellectual property, real property, fixtures, goods, equipment, vessels and other fixed assets and proceeds and products of all of the foregoing (including earnings and insurance proceeds) that is are subject to (x) valid and perfected Liens in existence on the Petition Date, Date with a priority senior to the Prepetition Facility Obligations or (y) valid Liens in existence on the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any or (z) valid Liens perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”); provided, that: (A) the Liens in favor . Each of the Loan Parties further covenants, represents and warrants that, immediately and automatically upon Bankruptcy Court authorization of such grant pursuant to the Final DIP Order or otherwise, each Loan Party shall be deemed to have automatically granted to the Administrative Agent, Agent for the benefit of the Secured Partiesholders of Obligations, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, as security for the benefit of the Secured PartiesObligations, a first priority Lien on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely to the extent provided for therein; (CLoan Parties. This Section 2.16(a) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement and the other Loan Documents, and the rights of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in clauses (ii) through (iv) will be perfected solely to the extent that such security interests can be perfected by order of the Bankruptcy Court.