Common use of DIP Lien and Adequate Protection Replacement Lien Perfection Clause in Contracts

DIP Lien and Adequate Protection Replacement Lien Perfection. This Interim Order shall be sufficient and conclusive evidence of the validity, perfection and priority of the DIP Liens and the Adequate Protection Liens without the necessity of filing or recording any financing statement, deed of trust, mortgage, or other instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action to validate or perfect the DIP Liens and the Adequate Protection Liens or to entitle the DIP Liens and the Adequate Protection Liens to the priorities granted herein. Notwithstanding the foregoing, the DIP Agent and the Prepetition Agent may, each in their sole discretion, file such financing statements, mortgages, security agreements, notices of liens and other similar documents, and are hereby granted relief from the automatic stay of Section 362 of the Bankruptcy Code in order to do so, and all such financing statements, mortgages, security agreements, notices and other agreements or documents shall be deemed to have been filed or recorded at the time and on the date of the commencement of the Cases. The Debtors shall execute and deliver to the DIP Agent and the Prepetition Agent all such financing statements, mortgages, security agreements, notices and other documents as the DIP Agent and the Prepetition Agent may reasonably request to evidence, confirm, validate or perfect, or to insure the contemplated priority of, the DIP Liens and the Adequate Protection Liens. The DIP Agent and the Prepetition Agent, in their discretion, may file a photocopy of this Interim Order as a financing statement with any recording officer designated to file financing statements or with any registry of deeds or similar office in any jurisdiction in which any Debtor has real or personal property and, in such event, the subject filing or recording officer shall be authorized to file or record such copy of this Interim Order. To the extent that the Prepetition Agent is the secured party under any account control agreements, listed as loss payee under any of the Debtors’ insurance policies or is the secured party under any Prepetition Collateral Document, the DIP Agent is also deemed to be the secured party under such account control agreements, loss payee under the Debtors’ insurance policies and the secured party under each such Prepetition Collateral Document, and shall have all rights and powers attendant to that position (including, without limitation, rights of enforcement) and shall act in that capacity and distribute any proceeds recovered or received in accordance with the terms of this Interim Order and/or the Final Order, as applicable, and the other DIP Loan Documents. The Prepetition Agent shall serve as agent for the DIP Agent for purposes of perfecting their respective security interests and liens on all DIP Collateral that is of a type such that perfection of a security interest therein may be accomplished only by possession or control by a secured party.

DIP Lien and Adequate Protection Replacement Lien Perfection. This Interim DIP Order shall be sufficient and conclusive evidence of the validity, perfection and priority of the DIP Liens and the Adequate Protection Liens without the necessity of filing or recording any financing statement, trademark filing, copyright filing, deed of trust, mortgage, or other instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action to validate or perfect the DIP Liens and the Adequate Protection Liens or to entitle the DIP Liens and the Adequate Protection Liens to the priorities granted herein. Notwithstanding the foregoing, each of the DIP Agent, the Prepetition First Lien Term Loan Agent and the Prepetition Agent First Lien ABL Agent, as the case may be, may, each in their its sole discretion, file such financing statements, trademark filings, copyright filings, deeds of trust, mortgages, security agreements, notices of liens and other similar documents, and are hereby granted relief from the automatic stay of Section section 362 of the Bankruptcy Code in order to do so, and all such financing statements, trademark filings, copyright filings, deeds of trust, mortgages, security agreements, notices and other agreements or documents shall be deemed to have been filed or recorded at the time and on the date as of the commencement of the CasesPetition Date. The Debtors DIP Loan Parties shall execute take any action reasonably requested by the DIP Agent, the Prepetition First Lien Term Loan Agent or the Prepetition First Lien ABL Agent, as the case may be, including executing and deliver delivering to the DIP Agent and Prepetition First Lien Term Loan Agent, the Prepetition First Lien ABL Agent or the DIP Agent, as the case may be, all such financing statements, trademark filings, copyright filings, mortgages, security agreements, notices and other documents as the DIP Agent and Agent, the Prepetition First Lien Term Loan Agent or the Prepetition First Lien ABL Agent, as the case may reasonably request be, may request, to evidence, confirm, validate or perfect, or to insure the contemplated priority of, of the DIP Liens and the Adequate Protection Liens. The Each of the DIP Agent, the Prepetition First Lien Term Loan Agent and the Prepetition First Lien ABL Agent, in their its sole discretion, may file a photocopy certified copy of this Interim DIP Order as a financing statement with any recording officer designated to file financing statements or with any registry of deeds or similar office in any jurisdiction in which any Debtor has the Debtors have real or personal property and, in such event, the subject filing or recording officer shall be authorized and directed to file or record accept such copy of this Interim OrderDIP Order for filing and/or recording, as applicable. To the extent that the Prepetition First Lien Term Loan Agent or the Prepetition First Lien ABL Agent is the secured party under any account control agreements, listed as loss payee under any of the Debtors’ insurance policies or is the secured party under any Prepetition Collateral First Lien Term Loan Document or Prepetition First Lien ABL Document, the DIP Agent is also hereby deemed to be the secured party under such account control agreements, loss payee under the Debtors’ insurance policies and the secured party under each such Prepetition Collateral First Lien Term Loan Document and Prepetition First Lien ABL Document, and shall have all rights and powers attendant to that position (including, without limitation, rights of enforcement) and shall act in that capacity and distribute any proceeds recovered or received in accordance with the terms of this Interim DIP Order and/or the Final DIP Order, as applicable, and the other DIP Loan Documents. The Prepetition First Lien Term Loan Agent and the Prepetition First Lien ABL Agent shall serve as agent for the DIP Agent for purposes of perfecting their respective the DIP Agent’s security interests and liens on all DIP Collateral that is of a type such that perfection of a security interest therein may be accomplished only by possession or control by a secured party.