DIP Liens. Subject to the Carve Out, the Obligations shall be secured by valid, binding, continuing enforceable, fully-perfected, non-avoidable, automatically and properly perfected Liens on, and security interests in (such liens and security interests, the “DIP Liens”), all present and after acquired property (whether tangible, intangible, real, personal or mixed) of the DIP Debtors wherever located, including, without limitation, all accounts, as-extracted collateral, deposit accounts, cash and cash equivalents, inventory, equipment, capital stock in subsidiaries of the DIP Debtors, and the proceeds thereof, investment property, instruments, chattel paper, real estate, leasehold rights and leasehold interests, contracts, patents, copyrights, trademarks and other general intangibles, and all products and proceeds thereof, including proceeds from any directors/officers’ insurance policies, and including (i) to the maximum extent permitted by law, all rights incident or appurtenant to the FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses, (ii) the C-Band Payments and (iii) the Avoidance Proceeds (all such property, the “DIP Collateral”) as follows:
(a) Pursuant to Bankruptcy Code section 364(c)(2), be secured by a valid, binding, continuing, enforceable, fully-perfected first priority senior security interest in and Lien upon all prepetition and postpetition property of the DIP Debtors, whether existing on the Petition Date or thereafter acquired, that, on or as of the Petition Date is not subject to valid, perfected and non-avoidable Liens (or perfected after the Petition Date to the extent permitted by Bankruptcy Code section 546(b)), including, without limitation, any unencumbered cash of the DIP Debtors (whether maintained with any Agent or otherwise) and any investment of such cash, accounts, inventory, good, contract rights, mineral rights, instruments, documents, chattel paper, patents, trademarks, copyrights, and licenses therefor, accounts receivable, receivables and receivables records, general intangible, payment intangibles, tax or other refunds, insurance proceeds, letters of credit, intercompany claims, contracts, owned real estate, real property leaseholds, fixtures, deposit accounts, commercial tort claims, securities accounts, instruments, investment property, letter-of-credit rights, supporting obligations, vehicles, machinery and equipment, real property, leases...
DIP Liens. Subject to the Carve-Out, as security for the DIP Obligations, effective as of the Petition Date, the following security interests and Liens, which shall immediately and without any further action by any Person be valid, binding, perfected, continuing, enforceable, and non-avoidable upon the entry of this Interim Order, are hereby granted by the Debtors to the DIP Agent, for itself and the other DIP Secured Parties (all such security interests and Liens granted to the DIP Agent for the benefit of all the DIP Secured Parties pursuant to this Interim Order and the DIP Loan Documents, the “DIP Liens”), on all assets and property of any kind (including all assets pledged under, and the “Collateral” as defined in, the Existing RBL Loan Documents) that is subject to a lien in favor of the DIP Agent to secure the DIP Obligations or which under the terms of any DIP Loan Document is purported to be subject to such lien, which includes, for the avoidance of doubt, all existing (whether pre- or post-petition) and after-acquired, tangible and intangible, personal and real property and assets of each of the Debtors and any proceeds thereof (including, upon entry of the Final Order, the proceeds of Avoidance Actions (as defined below), whether received by judgment, settlement, or otherwise) (collectively, the “DIP Collateral”) provided, that such DIP Collateral shall not include (a) the Excluded Assets (as defined in the DIP Credit Agreement) (collectively, the “Excluded Assets”); or (b) any Building or Manufactured (Mobile) Home (each as defined in the applicable Flood Insurance Regulations), unless and until (A) the DIP Lenders have determined, pursuant to the DIP Loan Documents, that such Building or Manufactured (Mobile) Home is not covered by and does not require flood insurance or (B) flood insurance in form and substance satisfactory to the DIP Lenders has been obtained; except that the DIP Collateral shall include any Building or Manufactured (Mobile) Home located at 0000 Xxxxxxxx Xxxxxx Road 2608, Tennessee Colony, Xxxxxxxx County, Texas 75681-0000; provided, that the Avoidance Actions themselves shall not be DIP Collateral; provided, further, that the DIP Liens on the proceeds of Avoidance Actions shall be subject to the entry of the Final Order:
(A) pursuant to section 364(c)(2) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable first priority Lien on and security interest in all DIP Collateral that is not otherwise subje...
DIP Liens. The DIP Obligations shall be secured by valid, binding, enforceable, non-avoidable and automatically perfected postpetition first priority liens (the “DIP Liens”) on the Collateral as defined in the Security Agreement, pursuant to sections 364(c) and 364(d) of the Bankruptcy Code, which liens shall be senior to all other liens now existing or arising in the future, but subject to the Permitted Liens listed on Schedule 3 of the Security Agreement, and shared with LC Fund to the extent provided in the Settlement Order; provided, however, the lien in favor of LC Fund pursuant to the Settlement Order shall (a) be limited to the extent provided in the Settlement Agreement (as defined in the Settlement Order) until all obligations to the Lender under the DIP Credit Facility have been fully satisfied, (b) be subordinate to the DIP Liens granted to the Lender in this Final Order until the gross proceeds from the sale of the Debtors’ assets are equal to $5 million, and (c) after the aggregate gross proceeds of sale exceed $5 million, be pari passu with the DIP Liens in the ratio of 2.5% for LC Fund and 97.5% for the Lender (or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 million) until full payment of the Lender under the DIP Credit Facility, and, thereafter, (iv) be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code, and (b) any person or entity who pays (or through the extension of credit to any Debtor, causes to be paid) any of the DIP Obligations be subrogated, in whole or in part, to any rights, remedies, claims, privileges, liens, or security interests granted in favor of, or conferred upon the Lender by the terms of the DIP Loan Documents or this Final Order, until such time as all of the DIP Obligations shall be indefeasibly paid in full in cash in accordance with the DIP Loan Documents. For avoidance of doubt, the DIP Liens shall not extend to the right to control avoidance actions under Chapter 5 of the Bankruptcy Code or actions of the estate that arose prepetition against third parties.
DIP Liens. Effective immediately upon the entry of this Interim Order, and subject to the Carve-Out, as set forth more fully in this Interim Order, the DIP Agent for the ratable benefit of the DIP Secured Parties is hereby granted the following security interests and liens, which shall immediately be valid, binding, perfected, continuing, enforceable and non-avoidable (all liens and security interests granted to the DIP Agent for the benefit of the DIP Secured Parties pursuant to this Interim Order, any Final Order and the other DIP Loan Documents, the “DIP Liens”):
(I) pursuant to Section 364(c)(2) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable first priority liens on and security interests in all DIP Collateral that was not encumbered by valid, enforceable, perfected and non-avoidable liens as of the Petition Date;
DIP Liens. After the entry of the Interim DIP Order and pursuant to and to the extent provided in the DIP Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject to the Liens and priorities of other claims provided by the DIP Order
DIP Liens. The Interim Order and the Collateral Documents shall be effective to create the DIP Liens on the Collateral in favor of the Collateral Agent for its benefit and the ratable benefit of each Lender.
DIP Liens. No Credit Party shall permit the DIP Liens to be, under any circumstance, (i) subject or subordinate to (x) any Lien or security interest that is avoided and preserved for the benefit of the Borrowers and their estates under section 551 of the Bankruptcy Code or (y) unless otherwise provided for in the Credit Documents, any Liens arising after the Petition Date or (ii) subordinated to or made pari passu with any other Lien or security interest under sections 363 or 364 of the Bankruptcy Code or otherwise.
DIP Liens. As used herein, “DIP Collateral” shall include all prepetition and postpetition tangible and intangible property and assets, whether real or personal of the Borrowers and the guarantors to the DIP Credit Agreement, including, without limitation, all assets and property pledged under the DIP Loan Documents, and all cash, any investment of such cash, inventory, accounts receivable, including intercompany accounts (and all rights associated therewith), other rights to payment whether arising before or after the Petition Date, contracts, contract rights, chattel paper, goods, investment property, inventory, deposit accounts, and all amounts on deposit therein from time to time, equity interests, securities accounts, securities entitlements, securities, commercial tort claims and claims that may constitute commercial tort claims (known and unknown), books, records, plants, equipment, general intangibles, documents, instruments, interests in leases and leaseholds, interests in real property, fixtures, payment intangibles, tax or other refunds, insurance proceeds, letters of credit, letter of credit rights, supporting obligations, machinery and equipment, patents, copyrights, trademarks, tradenames, other intellectual property, all licenses therefor, and all proceeds, rents, profits, products, and substitutions, if any, of any of the foregoing; provided that DIP Collateral shall not include any Avoidance Actions (as defined herein), but, subject to entry of the Final Order, the DIP Collateral shall include the proceeds of any Avoidance Actions; provided, further, that the DIP Collateral shall not include any title or interest in property or assets of any Debtor solely to the extent the granting of any liens thereto or thereon would constitute (a) an invalidation of ownership or unenforceability of any material right or title of any Debtor therein, or (b) a material breach or termination of any governing document or agreement pertaining thereto, unless in the case of each of the forgoing clauses (a) and (b), the applicable provision is rendered ineffective by applicable nonbankruptcy law or the Bankruptcy Code (the “Specified Property”). Notwithstanding anything else herein, DIP Collateral and the DIP Liens and Adequate Protection Liens (each as defined below) granted under this Interim Order shall attach to any proceeds, products, offspring or profits from all sales, transfers, dispositions or monetizations of any Specified Property. Effective as of the Petition ...
DIP Liens. Effective immediately upon the entry of this Interim DIP Order, and subject and subordinate to the Carve-Out, as set forth more fully in this Interim DIP Order, the DIP Agent, for the benefit of itself and the other DIP Secured Parties, in order to secure the DIP Obligations, is hereby granted the following security interests and liens, which shall immediately be valid, binding, automatically and properly perfected, continuing, enforceable and non-avoidable (all liens and security interests granted to the DIP Agent for the benefit of the DIP Secured Parties pursuant to this Interim DIP Order and the other DIP Loan Documents, the “DIP Liens”):
(I) pursuant to section 364(c)(2) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable first priority liens on and security interests in all DIP Collateral that was not encumbered by valid, binding, continuing, enforceable, fully perfected and non-avoidable liens as of the Petition Date (the “Unencumbered Property”); and
(II) pursuant to sections 364(c)(3) and 364(d) of the Bankruptcy Code, valid, binding, continuing, enforceable, fully perfected and non-avoidable senior priming liens on and security interests in all DIP Collateral (other than the Unencumbered Property), which liens and security interests shall in each case be (x) junior only to (1) any valid, binding, enforceable, properly perfected and non-avoidable senior liens senior in priority to the liens securing the Prepetition First Lien Term Loan Secured Obligations in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition First Lien Term Loan Documents, or (2) any valid and non-avoidable senior liens senior in priority to the liens securing the Prepetition First Lien Term Loan Secured Obligations in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition First Lien Term Loan Documents, and that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code (in each case, other than the Prepetition First Liens of the Prepetition First Lien Term Loan Secured Parties) (such liens in clauses (1) and (2), the “Senior Third Party Liens”), and (y) senior to all other liens on and security interests in the DIP Collateral, including, without limitation, any liens and security interests of any third parties which were pari passu or junior to the Prepetition First Liens as of the Pet...
DIP Liens. As security for the DIP Obligations, effective immediately upon the entry of this Interim Order, the Secured Parties are hereby granted pursuant to Section 364(c)(2) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable Liens on and security interests in the DIP Collateral, which liens and security interests shall be first priority Liens and security interests therein, subject only to the Carve-Out and except as otherwise permitted by the DIP Intercompany Credit Agreement (all liens and security interests granted to the Secured Parties pursuant to this Interim Order, any Final Order and the other DIP Intercompany Finance Documents, the “DIP Liens”).
