Common use of DIP Liens Clause in Contracts

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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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 subject to a valid, perfected, and enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject to the entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”).

DIP Liens. Subject to the Carve-Out, as (a) As security for the Senior DIP Obligations, immediately upon entry of this Interim Order, and effective as of the Petition Date, the following security interests Senior DIP Agent, for the benefit of itself and Lienseach of the other Senior DIP Secured Parties, which shall immediately and without any further action by any Person be is hereby granted continuing, valid, binding, perfected, continuing, enforceable, and non-avoidable and automatically and properly perfected security interests in and liens (collectively, the “Senior DIP Liens”) on all DIP Collateral as collateral security for the prompt and complete performance and payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Senior DIP Obligations. Subject in all respects to the priorities and relative rights set forth herein, as security for the Junior DIP Obligations, immediately upon the entry of this Interim Order, are hereby granted by and effective as of the Debtors to Petition Date, the Junior 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 itself and each of the other Junior DIP Secured Parties pursuant to this Interim Order Parties, is hereby granted continuing, valid, binding, enforceable, non-avoidable and automatically and properly perfected security interests in and liens (collectively, the “Junior DIP Loan DocumentsLiens”, together with the Senior DIP Liens, the “DIP Liens”)) on all DIP Collateral as collateral security for the prompt and complete performance and payment when due (whether at the stated maturity, on by acceleration or otherwise) of all of the Junior DIP Obligations. (b) The term “DIP Collateral” means, without limitation, all assets and property properties (whether tangible, intangible, real, personal or mixed) of any kind the Debtors, whether now owned by or owing to, or hereafter acquired by, or arising in favor of, the Debtors (including all assets pledged underunder any trade names, styles, or derivations thereof), and the “Collateral” as defined inwhether owned or consigned by or to, or leased from or to, the Existing RBL Loan Documents) that is subject to a lien in favor Debtors, and regardless of where located, including, without limitation, all of the DIP Agent Debtors’ rights, title and interest in: (i) all Prepetition Collateral (including any Cash Collateral); (ii) all cash and cash equivalents; (iii) all funds in any deposit account, securities account or other account of the Debtors and all money, cash, cash equivalents, instruments and other property deposited therein or credited thereto from time to secure time; (iv) all accounts and other receivables; (v) all contract rights; (vi) all instruments, documents and chattel paper; (vii) all securities (whether or not marketable); (viii) all goods, as-extracted collateral, furniture, equipment, inventory and fixtures; (ix) all real property interests; (x) all interests in leaseholds, (xi) all franchise rights; (xii) all patents, tradenames, trademarks (other than intent-to-use trademarks), copyrights, licenses and all other intellectual property; (xiii) all general intangibles, tax or other refunds, or insurance proceeds; (xiv) all equity interests, capital stock, limited liability company interests, partnership interests and financial assets; (xv) all investment property; (xvi) all supporting obligations; (xvii) all letters of credit issued to the DIP Obligations or which under Debtors and letter of credit rights; (xviii) commercial tort claims, claims and causes of action and all substitutions; (xix) all books and records (including, without limitation, customers lists, credit files, computer programs, printouts and other computer materials and records); (xxi) to the terms of any DIP Loan Document is purported to be subject to such lien, which includes, for extent not covered by the avoidance of doubtforegoing, all existing (other assets or properties of the Debtors, whether pre- or post-petition) and after-acquiredtangible, tangible and intangible, real, personal or mixed; (xxii) all oil reserves; (xxiii) all proceeds and real property and assets products of each of the Debtors foregoing clauses (i)-(xxii) and any proceeds thereof (includingall accessions to, upon entry substitutions and replacements for, and rents, profits and products of, each of the Final Orderforegoing, the including any and all proceeds of Avoidance Actions (as defined below)any insurance, whether received by judgmentindemnity, settlement, warranty or otherwise) (collectively, the “DIP Collateral”) provided, that guaranty payable to such DIP Collateral shall not include (a) the Excluded Assets (as defined in the DIP Credit Agreement) (collectively, the “Excluded Assets”); or (b) Debtor from time to time with respect to 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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: foregoing; and (Axxiv) 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 subject to a valid, perfected, and enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject to the entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise recovered in connection with actions under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 chapter 5 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgmentprovided, settlement, or otherwise; that (Bx) pursuant to section 364(c)(3) the DIP Liens on proceeds and property recovered in connection with Avoidance Actions shall attach only upon entry of the Bankruptcy Code, a perfected, binding, continuing, enforceable, Final Order and non-avoidable Lien on and security interest in all (y) the DIP Collateral shall not include any property that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens would have been Excluded Property (as defined belowin the Senior DIP Credit Agreement) shall be senior prior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”)this Interim Order.

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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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 subject to a valid, perfected, and enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject to the entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”).

DIP Liens. Subject to the Carve-Out, as As security for the DIP Obligations, effective as and perfected upon the date of this Interim Order and without the necessity of the Petition Dateexecution, recordation of filings by the Debtor of mortgages, security agreements, control agreements, pledge agreements, financing statements or other similar documents, or the possession or control by the DIP Agent of, or over, any Collateral (including Cash Collateral), the following security interests and Liensliens identified in clauses (a), (b) and (c) below are hereby granted to the DIP Agent for its own benefit and the benefit of the DIP Lenders (all property identified in clauses (a), (b) and (c) below, together with all other property to which shall immediately and without any further action by any Person be valid, binding, perfected, continuing, enforceable, and non-avoidable upon the entry of DIP Agent is granted a lien under the DIP Documents (other than as expressly excluded pursuant to this Interim Order), are hereby being collectively referred to as the “Collateral”), subject, only in the event of the occurrence and during the continuance of an Event of Default, to the payment of the Carve-Out as provided herein (all such liens and security interests granted by the Debtors to the DIP Agent, for itself its benefit 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 Lenders, pursuant to this Interim Order and the DIP Loan Documents, the “DIP Liens”). Notwithstanding the foregoing, 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 may take any action (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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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 subject to a valid, perfected, and enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject to the entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”)are, to the extent that necessary in connection therewith, hereby granted relief from the automatic stay), to evidence, confirm, validate or perfect, or to ensure the contemplated priority of, such DIP Collateral is subject to validliens, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) Debtor shall be senior execute and deliver to the Adequate Protection Liens DIP Agent and senior the DIP Lenders all such financing statements, notices and priming to (A) other documents as the Existing RBL Liens DIP Agent or any DIP Lender may reasonably request in connection therewith and (B) any Liens that are junior shall deliver account control agreements or other documentation in respect of and evidencing perfection of all collection and deposit accounts to the Existing RBL Liens or extent required by the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”)DIP Documents.

DIP Liens. Subject to the Carve-Out, as As security for the DIP Obligations, effective as upon the date of this Order and without the necessity of the Petition Dateexecution by the Debtors of mortgages, security agreements or otherwise, 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, liens are hereby granted by the Debtors to the DIP Agent, for itself Agent and the other DIP Secured Parties Lenders (all properly identified in clauses (1), (2) and (3) below being collectively referred to as the "COLLATERAL," and such security interests and Liens granted liens being collectively referred to as the "DIP LIENS") subject (except in the case of amounts deposited in respect of Letters of Credit pursuant to Section _____ of the DIP Credit Agreement, which shall not be subject to the DIP Carve-Out) in the event of the occurrence of a Default or an Event of Default, to the payment of the Carve-Out: (1) FIRST LIEN ON CASH BALANCES AND UNENCUMBERED PROPERTY. Pursuant to Section 364(c)(2) of the Code, the Agent for the benefit of all the DIP Secured Parties pursuant to this Interim Order and the DIP Loan Documents, the “DIP Liens”), on Lenders are hereby granted a perfected first priority senior security interest in and lien upon (A) 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 Cash Balances (as defined in the DIP Credit Agreement) and other cash of the Borrowers (collectively, whether maintained with the “Excluded Assets”); Agents or otherwise) and any investment of the funds contained therein (b) any Building or Manufactured (Mobile) Home (each as defined all of such property referred to in the applicable Flood Insurance Regulations), unless and until this clause (A) being hereinafter referred to as the DIP Lenders have determined"CREDIT AGREEMENT CASH COLLATERAL"), 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 all unencumbered pre- 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ County, Texas 75681post-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 petition property of the Final Order: (A) pursuant to section 364(c)(2) of the Bankruptcy CodeDebtors, a perfected, binding, continuing, enforceable, and non-avoidable first priority Lien whether existing on and security interest in all DIP Collateral that is not otherwise subject to a valid, perfected, and enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected thereafter acquired (but not grantedincluding the proceeds of causes of action arising solely under the Code, including, but not limited to, avoidance actions, or incorporated thereunder pursuant to section 544(b)(1) after thereof). (2) LIEN PRIMING PRE-PETITION LIENS. Pursuant to Section 364(d)(1) of the Code, the Agent and the DIP Lenders are hereby granted a perfected first priority senior priming security interest in and lien upon all pre- and post-petition property of the Debtors (including, without limitation, accounts receivable, contracts, documents, equipment, general intangibles, instruments, inventory, interests in leaseholds, real property and the capital stock of the subsidiaries of the Debtors and the proceeds of all of the foregoing), whether now existing or hereafter acquired, that is subject to the existing liens presently securing any of the Debtors' indebtedness, including, but not limited to Debtors' indebtedness (including in respect of issued but undrawn letters of credit) to the Pre-Petition Secured Lenders (but not including the proceeds of causes of action accruing solely under the Code, including, but not limited to, avoidance actions, or incorporated thereunder pursuant to Section 544(b)(1) thereof). Such security interests and liens shall be senior in all respects to the security interests and liens in such property of the holders of any of the Debtors' indebtedness, including the Debtors' indebtedness to the Pre-Petition Secured Lenders and any present and future liens of the Pre-Petition Secured Lenders (including, without limitation, adequate protection liens granted hereunder) but shall not be senior to the interests of other parties arising out of liens, if any, in such property existing on the Petition Date (i) to the extent that such perfection scheduled in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject Schedule ___ to the entry DIP Credit Agreement; and (ii) to the extent such liens secure any indebtedness (other than indebtedness to the Pre-Petition Secured Lenders and as scheduled in Schedule ___ in an aggregate amount less than or equal to [$1 million], including liens that are perfected subsequent to the Petition Date as permitted by Section 546(b) of the Final Order, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise;Code. (B3) pursuant LIEN JUNIOR TO LIENS OF OTHER SECURED CREDITORS. Pursuant to section Section 364(c)(3) of the Bankruptcy Code, the Agent and the DIP Lenders are hereby granted a perfected, binding, continuing, enforceable, and non-avoidable Lien on and perfected junior priority security interest in and lien upon all DIP Collateral pre- and post-petition property of the Debtors (which liens will be supplemental to those liens described in clause (2) of this paragraph 7, as to which the liens and security interests in favor of the Agents will be as described in such clause), whether now existing or hereafter acquired, that is subject solely to valid and perfected liens in existence on the Petition Date or to valid liens in existence on the Petition Date that are perfected subsequent to the Existing Prior LiensPetition Date as permitted by Section 546(b) of the Code, which DIP Lien shall be junior only to such Existing Prior Liens valid and perfected liens (but not including the Carve-Out; and (C) proceeds of causes of action accruing solely under the Code, including, but not limited to, avoidance actions, or incorporated thereunder pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined belowSection 544(b)(1) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”thereof).

DIP Liens. Subject to the Carve-Out, as a. As security for the prompt and complete payment and performance of all DIP ObligationsObligations when due (whether at stated maturity, by acceleration or otherwise), 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 automatically upon the entry of this Interim OrderOrder (and without the need for any execution, are hereby granted recordation or filing of any mortgages, deeds of trust, pledge or security agreements, lockbox or control agreements, financing statements, or any other similar documents or instruments, or the possession or control by the Debtors DIP Agent of, or over, any assets), pursuant to sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, the DIP Agent, for the benefit of itself and the other DIP Secured Parties (all such Parties, is hereby granted, subject and subordinate only to the Carve Out and to any Permitted Prior Liens, and with the relative rank and priority as set forth in paragraph 7 below, the following valid, binding, continuing, enforceable, non-avoidable, and automatically and properly perfected security interests in 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”), liens on all assets real and property of any kind (including all assets pledged underpersonal property, whether existing on the Petition Date or thereafter acquired 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-acquiredwherever located, tangible and or intangible, personal and real property and assets of each of the Debtors (collectively, the “DIP Collateral”), and including, without limitation, (a) all Prepetition Collateral, whether existing on the Petition Date or thereafter acquired, (b) all property of the Debtors subject to Permitted Prior Liens, (c) all property of the Debtors, whether existing on the Petition Date or thereafter acquired that is not subject to valid, perfected, and non-avoidable liens or perfected after the Petition Date to the extent permitted by section 546(b) of the Bankruptcy Code (the “Previously Unencumbered Property”), (d) a 100% equity pledge of all subsidiaries (including non-Debtor subsidiary Audacy Receivables); provided that, such liens on the equity of Audacy Receivables shall be junior to the liens on the equity of Audacy Receivables granted to DZ Bank (as Agent under the Postpetition Securitization Program) under the order authorizing the Postpetition Securitization Program, and no DIP Secured Party or any other person or entity on its behalf shall exercise any rights or remedies with respect to the liens on the equity of Audacy Receivables unless and until both (i) all purchase and funding commitments of the “Investors” under the Postpetition Securitization Program have terminated and (ii) all obligations of Audacy Receivables under the Postpetition Securitization Program have been indefeasibly paid in full in cash) and all unencumbered assets of the Debtors, all prepetition property and post-petition property of the Debtors’ estates, and the proceeds, products, rents and profits thereof, whether arising from section 552(b) of the Bankruptcy Code or otherwise, including, without limitation, unencumbered cash (and any investment of such cash) of the Debtors (whether maintained with the DIP Agent or otherwise), (e) the proceeds thereof of any actions brought under section 549 of the Bankruptcy Code to recover any postpetition transfer of DIP Collateral to the extent the DIP Liens on such DIP Collateral are first priority (includingsuch actions, “Transfer Actions”), provided that no liens shall attach to any Transfer Actions, and (f) subject to and 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, avoidance actions brought 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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 chapter 5 of the Final Order: (A) pursuant to Bankruptcy Code or section 364(c)(2724(a) 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 subject to a valid, perfected, and enforceable security interest Code or Lien in existence as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject to the entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action actions under the Bankruptcy Code or similar applicable state law or municipal foreign law equivalents (collectivelysuch actions, the “Avoidance Actions”), whether received by judgmentprovided that no liens shall attach to Avoidance Actions; provided, settlementfurther, that, for the avoidance of doubt and notwithstanding anything to the contrary herein, to the extent a lien cannot attach to such property, assets or rights pursuant to applicable law, the liens granted pursuant to this Interim Order shall attach instead to the Debtors’ economic rights therein, including, without limitation, any and all proceeds thereof (the “DIP Liens”); provided, further, that, for the avoidance of doubt, the DIP Collateral shall exclude (x) any and all Receivables (as defined in the Securitization Program Order) that are sold or contributed to, or otherwise; otherwise encumbered in favor of Audacy Receivables and its assignee prepetition and postpetition, (By) pursuant any claims arising on account of transfers to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceableAudacy Receivables, and non-avoidable Lien on and security interest in (z) all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment collateral granted by any of the Debtors that secure in connection with the obligations of Postpetition Securitization Program other than the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility Debtors’ equity interests in Audacy Receivables (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, property referred to in subclauses (x) through (z) are referred to herein as the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming LiensExcluded Collateral”).

DIP Liens. Subject to the Carve-Out, as (a) As security for the Senior DIP Obligations, immediately upon entry of this Interim Order, and effective as of the Petition Date, the following security interests Senior DIP Agent, for the benefit of itself and Lienseach of the other Senior DIP Secured Parties, which shall immediately and without any further action by any Person be is hereby granted continuing, valid, binding, perfected, continuing, enforceable, and non-avoidable and automatically and properly perfected security interests in and liens (collectively, the “Senior DIP Liens”) on all DIP Collateral as collateral security for the prompt and complete performance and payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Senior DIP Obligations. Subject in all respects to the priorities and relative rights set forth herein, as security for the Junior DIP Obligations, immediately upon the entry of this Interim Order, are hereby granted by and effective as of the Debtors to Petition Date, the Junior 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 itself and each of the other Junior DIP Secured Parties pursuant to this Interim Order Parties, is hereby granted continuing, valid, binding, enforceable, non-avoidable and automatically and properly perfected security interests in and liens (collectively, the “Junior DIP Loan DocumentsLiens”, together with the Senior DIP Liens, the “DIP Liens”)) on all DIP Collateral as collateral security for the prompt and complete performance and payment when due (whether at the stated maturity, on by acceleration or otherwise) of all of the Junior DIP Obligations. (b) The term “DIP Collateral” means, without limitation, all assets and property properties (whether tangible, intangible, real, personal or mixed) of any kind the Debtors, whether now owned by or owing to, or hereafter acquired by, or arising in favor of, the Debtors (including all assets pledged underunder any trade names, styles, or derivations thereof), and the “Collateral” as defined inwhether owned or consigned by or to, or leased from or to, the Existing RBL Loan Documents) that is subject to a lien in favor Debtors, and regardless of where located, including, without limitation, all of the DIP Agent Debtors’ rights, title and interest in: (i) all Prepetition Collateral (including any Cash Collateral); (ii) all cash and cash equivalents; (iii) all funds in any deposit account, securities account or other account of the Debtors and all money, cash, cash equivalents, instruments and other property deposited therein or credited thereto from time to secure time; (iv) all accounts and other receivables; (v) all contract rights; (vi) all instruments, documents and chattel paper; (vii) all securities (whether or not marketable); (viii) all goods, as-extracted collateral, furniture, equipment, inventory and fixtures; (ix) all real property interests; (x) all interests in leaseholds, (xi) all franchise rights; (xii) all patents, tradenames, trademarks (other than intent-to-use trademarks), copyrights, licenses and all other intellectual property; (xiii) all general intangibles, tax or other refunds, or insurance proceeds; (xiv) all equity interests, capital stock, limited liability company interests, partnership interests and financial assets; (xv) all investment property; (xvi) all supporting obligations; (xvii) all letters of credit issued to the DIP Obligations or which under Debtors and letter of credit rights; (xviii) commercial tort claims, claims and causes of action and all substitutions; (xix) all books and records (including, without limitation, customers lists, credit files, computer programs, printouts and other computer materials and records); (xxi) to the terms of any DIP Loan Document is purported to be subject to such lien, which includes, for extent not covered by the avoidance of doubtforegoing, all existing (other assets or properties of the Debtors, whether pre- or post-petition) and after-acquiredtangible, tangible and intangible, real, personal or mixed; (xxii) all oil reserves; (xxiii) all proceeds and real property and assets products of each of the Debtors foregoing clauses (i)-(xxii) and any proceeds thereof (includingall accessions to, upon entry substitutions and replacements for, and rents, profits and products of, each of the Final Orderforegoing, the including any and all proceeds of Avoidance Actions (as defined below)any insurance, whether received by judgmentindemnity, settlement, warranty or otherwise) (collectively, the “DIP Collateral”) provided, that guaranty payable to such DIP Collateral shall not include (a) the Excluded Assets (as defined in the DIP Credit Agreement) (collectively, the “Excluded Assets”); or (b) Debtor from time to time with respect to 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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: foregoing; and (Axxiv) 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 subject to a valid, perfected, and enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject to the entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise recovered in connection with actions under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 chapter 5 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgmentprovided, settlement, or otherwise; that (Bx) pursuant to section 364(c)(3) the DIP Liens on proceeds and property recovered in connection with Avoidance Actions shall attach only upon entry of the Bankruptcy Code, a perfected, binding, continuing, enforceable, Final Order and non-avoidable Lien on and security interest in all (y) the DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens not include Excluded Property (as defined below) shall be senior to in the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”Senior DIP Credit Agreement).

DIP Liens. Subject to the Carve-Out, as As security for the DIP Obligations, effective as and perfected upon the date of this Order and without the necessity of the Petition Dateexecution by the Loan Party Debtors (or recordation or other filing) of security agreements, control agreements, pledge agreements, financing statements, mortgages or other similar documents, or the possession or control by the DIP Agent of any property, the following security interests in and Liensliens upon all property identified in clauses (a), which shall immediately (b) and without any further action by any Person be valid, binding, perfected, continuing, enforceable, and non-avoidable upon (c) below (collectively referred to as the entry of this Interim Order, “DIP Collateral”) are hereby granted by the Debtors to the DIP Agent, for itself its own benefit and the other benefit of the DIP Secured Parties Lenders, subject only to the Carve-Out (all such liens and security interests and Liens granted to the DIP Agent Agent, for its benefit and for the benefit of all the DIP Secured Parties Lenders, 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ County, Texas 75681-0000; provided, that the Avoidance Actions themselves shall not be DIP Collateral; provided, further, that the DIP Liens First Lien on the proceeds of Avoidance Actions shall be subject to the entry of the Final Order: (A) pursuant Unencumbered Property. Pursuant to section 364(c)(2) of the Bankruptcy Code, a perfectedvalid, binding, continuing, enforceable, and nonfully-avoidable perfected first priority Lien on lien on, and security interest in, all tangible and intangible prepetition and postpetition property in all DIP Collateral that is not otherwise subject to a validwhich the Loan Party Debtors have an interest, perfected, and enforceable security interest whether existing on or Lien in existence as of the Petition Date or a thereafter acquired, that is not subject to valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or valid Lien liens perfected (but not granted) after the Petition Date (to the extent that such post-petition perfection in respect of a prepetition claim is expressly permitted under by Section 546(b) of the Bankruptcy Code) includingCode (collectively, the “Unencumbered Property”), including without limitation, any and all unencumbered cash, accounts receivable, inventory, general intangibles, contracts, securities, chattel paper, owned real estate, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, capital stock of the subsidiaries of the Loan Party Debtors and the proceeds of all of the foregoing; provided further that the Unencumbered Property shall not include any Avoidance Actions of the Loan Party Debtors and any assets upon which security may not be lawfully granted, but subject to the entry of the Final Order, Unencumbered Property shall include any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 recovered in respect of any successful Avoidance Actions of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”)Loan Party Debtors.

DIP Liens. Subject to the Carve-Out, as As security for the DIP Obligations, effective as and automatically and properly perfected upon the date of this Interim Order and without the necessity of the Petition Dateexecution, recordation or filing by the following Debtors or any of the DIP Secured Parties of mortgages, security interests and Liensagreements, which shall immediately and control agreements, pledge agreements, financing statements, intellectual property filings or other similar documents, notation of certificates of title for titled goods or other similar documents, instruments, deeds, charges or certificates, or the possession or control by the DIP Agent of, or over, any Collateral, without any further action by any Person be the DIP Agent, the following valid, binding, perfected, continuing, enforceable, enforceable and non-avoidable upon the entry of this Interim Order, are hereby security interests and liens (all security interests and liens granted by the Debtors to the DIP Agent, for itself its benefit 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 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, ) are hereby granted to the DIP Agent for its own benefit and the “Collateral” as defined in, the Existing RBL Loan Documents) that is subject to a lien in favor benefit of the DIP Agent Secured Parties (all property identified in clauses (a) through (c) below being collectively referred 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 notwithstanding anything herein to the contrary, the DIP Liens shall be (i) providedsubject and junior to the Carve Out in all respects, that such DIP Collateral shall not include (ii) senior in all respects to the Prepetition Liens and (iii) senior in all respects to the Adequate Protection Liens: (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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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 Unencumbered Property. Pursuant to section 364(c)(2) of the Bankruptcy Code, a perfectedvalid, binding, continuing, enforceable, fully-perfected first priority senior security interest in and lien upon all tangible and intangible prepetition and postpetition property of the Debtors, whether existing on the Petition Date or thereafter acquired, and the proceeds, products, rents, and profits thereof, that, on or as of the Petition Date, is not subject to (i) a valid, perfected and non-avoidable first priority Lien on lien or (ii) a valid and security interest in all DIP Collateral that is not otherwise subject to a valid, perfected, and enforceable security interest or Lien non-avoidable lien in existence as of the Petition Date that is perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, including, without limitation, any and all unencumbered cash of the Debtors and any investment of cash, inventory, accounts receivable, other rights to payment whether arising before or a valid Lien perfected (but not granted) after the Petition Date Date, contracts, properties, plants, fixtures, machinery, equipment, general intangibles, documents, instruments, securities, goodwill, causes of action, insurance policies and rights, claims and proceeds from insurance, commercial tort claims and claims that may constitute commercial tort claims (to known and unknown), chattel paper (including electronic chattel paper and tangible chattel paper), interests in leaseholds, real properties, deposit accounts, patents, copyrights, trademarks, trade names, rights under license agreements and other intellectual property, equity interests of subsidiaries, joint ventures and other entities, wherever located, and the extent that such perfection in respect proceeds, products, rents and profits of a prepetition claim is expressly permitted the foregoing, whether arising under section 552(b) of the Bankruptcy Code) includingCode or otherwise (the “Unencumbered Property”), in each case other than the Avoidance Actions (but, for the avoidance of doubt, subject to the entry of the Final Order, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Unencumbered Property” shall include Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”Proceeds).

DIP Liens. Subject to the Carve-Out, as security for the The DIP Obligations, effective as of the Petition Date, the following security interests and Liens, which Obligations shall immediately and without any further action be secured 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 automatically perfected postpetition first priority liens (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 Security 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 (Mobilesections 364(c) 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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)(2364(d) of the Bankruptcy Code, a perfectedwhich liens shall be senior to all other liens now existing or arising in the future, binding, continuing, enforceablebut subject to the Permitted Liens listed on Schedule 3 of the Security Agreement, and non-avoidable first priority Lien on and security interest 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 Collateral that is not otherwise subject Credit Facility have been fully satisfied, (b) be subordinate to a valid, perfectedthe 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 enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected (but not grantedc) after the Petition Date 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 (to or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 million) until full payment of the extent that such perfection in respect of a prepetition claim is expressly permitted Lender under the Bankruptcy CodeDIP Credit Facility, and, thereafter, (iv) including, subject to be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the entry benefit of the Final Order, any proceeds or property recovered, unencumbered or otherwise Debtors’ estates under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) 551 of the Bankruptcy Code, a perfectedand (b) any person or entity who pays (or through the extension of credit to any Debtor, bindingcauses to be paid) any of the DIP Obligations be subrogated, continuingin whole or in part, enforceableto any rights, and non-avoidable Lien on and remedies, claims, privileges, liens, or security interest 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 Collateral that is subject solely 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 Existing Prior Liens, which DIP Lien shall be junior only right to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors control avoidance actions under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement Chapter 5 of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to Code or actions of the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens estate that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”)arose prepetition against third parties.

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 The Lender 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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 Orderhereby granted: (A) i. pursuant to section 364(c)(2) of the Bankruptcy Code, a fully-perfected lien on all assets of the Debtors (now existing or hereafter acquired and all proceeds thereof) that were not subject to a perfected, binding, continuing, enforceable, and non-avoidable first priority Lien on and security interest in all DIP Collateral that is not otherwise subject to a valid, perfected, and enforceable security interest or Lien in existence lien as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (Date, junior only to the extent that such perfection in respect adequate protection liens granted to the Prepetition Lenders and the Senior Noteholders pursuant to the Final Cash Collateral and Adequate Protection Order (the “Senior Adequate Protection Liens”), but senior to all other liens; ii. pursuant to section 364(c)(3) of a prepetition claim is expressly permitted under the Bankruptcy Code, a fully-perfected lien on all assets of the Debtors (now or hereafter acquired and all proceeds thereof) includingthat were, as of the Petition Date, subject to the entry liens of the Final OrderPrepetition Lender securing the Prepetition Credit Agreement (the “Prepetition Facility Liens”) and the liens of the Senior Noteholders securing the payment of the Senior Notes (together with the Prepetition Facility Liens, any the “Permitted Senior Liens”), immediately junior to such Prepetition Liens and the Senior Adequate Protection Liens, but senior to all other liens; and iii. The liens created as described in clauses (i) and (ii) above (the “DIP Liens”) shall cover all property and assets of the Debtors and their estates (now or hereafter acquired and all proceeds or property recoveredthereof), unencumbered or otherwise except (A) claims and causes of action under sections Sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; ) and the proceeds thereof and (B) pursuant as otherwise agreed to section 364(c)(3) of by the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), Lender. Solely to the extent that such DIP Collateral is subject to valid, perfected and (x) applicable non-avoidable bankruptcy law prohibits the granting of a lien or security interest on the FCC License (as such term is defined in the Collateral Trust Agreement) to the Lender and (y) such prohibition, if any, is not preempted or otherwise rendered ineffective by the Bankruptcy Code or other applicable law as may be determined by order of this Court or any other court with jurisdiction, the DIP Liens and the Superpriority Claim shall not extend to the FCC License; provided, however, that, notwithstanding the foregoing, the DIP Liens and the Superpriority Claim shall extend to the Proceeds (as defined in the Uniform Commercial Code of the State of New York) of the FCC License to the fullest extent allowed by applicable law. (b) The DIP Liens shall be effective immediately upon the entry of this Final K&E 18331031 (c) Except as provided in this Final DIP Order, the DIP Liens shall not at any time be made subject or subordinated to, or made pari passu with any other lien, security interest, or claim. (d) The DIP Liens shall be and hereby are fully perfected liens and security interests, effective and perfected upon the date of this Final DIP Order without the necessity of execution by the Debtors of mortgages, security agreements, pledge agreements, financing agreements, financing statements, or other agreements, such that no additional steps need be taken by the Lender to perfect such interests. Any provision of any lease, loan document, easement, use agreement, proffer, covenant, license, contract, organizational document, or other instrument or agreement that requires the consent or approval of one or more landlords, licensors, or other parties, or requires the payment of any fees or obligations to any governmental entity, non-governmental entity, or any other person, in order for any of the Debtors to pledge, grant, mortgage, sell, assign, or otherwise transfer any fee or leasehold interest or the proceeds thereof or other collateral, shall have no force or effect with respect to the transactions granting the Lender a priority security interest in such fee, leasehold, or other interest or other collateral or the proceeds of any assignment, sale, or other transfer thereof, by any of the Debtors in favor of third parties as the Lender, in accordance with the terms of the commencement of DIP Facility and the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”)other DIP Loan Documents.

DIP Liens. Subject to the Carve-OutAs used herein, as security for the “DIP ObligationsCollateral” shall include all prepetition and postpetition tangible and intangible property and assets, effective as whether real or personal of the Petition Date, Borrowers and 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 guarantors to the DIP AgentCredit Agreement, for itself including, without limitation, all assets 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 property pledged under the DIP Loan Documents, the “DIP Liens”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 assets licenses therefor, and property all proceeds, rents, profits, products, and substitutions, if any, of any kind of the foregoing; provided that DIP Collateral shall not include any Avoidance Actions (including all assets pledged under, and the “Collateral” as defined inherein), the Existing RBL Loan Documents) that is but, 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 the proceeds of any Building or Manufactured (Mobile) Home located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ County, Texas 75681-0000; provided, that the Avoidance Actions themselves shall not be DIP CollateralActions; provided, further, that the DIP Liens on the proceeds Collateral shall not include any title or interest in property or assets of Avoidance Actions shall be subject any Debtor solely to the entry 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 Final Order: forgoing clauses (Aa) pursuant to section 364(c)(2) of and (b), the applicable provision is rendered ineffective by applicable nonbankruptcy law or the Bankruptcy CodeCode (the “Specified Property”). Notwithstanding anything else herein, a perfected, binding, continuing, enforceable, and non-avoidable first priority Lien on and security interest in all DIP Collateral that is not otherwise subject and the DIP Liens and Adequate Protection Liens (each as defined below) granted under this Interim Order shall attach to a validany proceeds, perfectedproducts, and enforceable security interest offspring or Lien in existence profits from all sales, transfers, dispositions or monetizations of any Specified Property. Effective as of the Petition Date and in each case perfected without the necessity of the execution by the Debtors (or a valid Lien perfected (but not grantedrecordation or other filing) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) includingsecurity agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents, or by possession or control, subject to the entry Carve Out, the following security interests and liens are hereby granted to the DIP Facility Agent for the benefit of the Final Order, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent that such DIP Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”).Lenders:

DIP Liens. Subject to the Carve-Out, as security for the The DIP Obligations, effective as of the Petition Date, Order shall grant 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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: (Aa) pursuant to section 364(c)(2) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable first priority Lien on lien on, and security interest in in, all DIP Collateral that is not otherwise subject to a valid, perfected, and enforceable security interest or Lien in existence as unencumbered assets of the Petition Date Borrowers (now or a valid Lien perfected (but not grantedhereafter acquired) after the Petition Date (to the extent and all proceeds thereof; provided, that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject DIP Liens shall not attach to the entry of the Final Order, any proceeds actions or property recovered, unencumbered or otherwise claims under sections 502(d), 544, 545, 547, 548, 549, 550, and 550 or 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), but shall, upon entry of the Final Order, attach to the proceeds of Avoidance Actions, whether received by judgment, settlement, settlement or otherwise; (Bb) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien junior lien on and security interest in in, any and all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens tangible and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateral, all accounts receivable, inventory, real and personal property, plant and equipment intangible property of the Debtors Borrowers (other than the Prepetition Collateral (as that secure term is defined in the obligations Interim Order) of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”), to the extent ) that such DIP Collateral is was subject to valid, perfected and non-avoidable unavoidable liens in favor of third parties and security interests as of the commencement Petition Date or that became subject to valid and unavoidable liens and security interests subsequent to the Petition Date pursuant to section 546(b) of the Bankruptcy CaseCode; (c) pursuant to section 364(d)(1) of the Bankruptcy Code, a first priority priming lien on, and security interest in, the property securing the Prepetition Obligations owing to the Primed Parties; which Priming provided, however, that the DIP Liens (as defined below) shall be senior to the Adequate Protection Liens subject and senior and priming to (A) the Existing RBL Liens and (B) any Liens that are junior to the Existing RBL Permitted Liens or to which such Prepetition Obligations are subject; and (d) on the Final Order Entry Date, pursuant to section 364(d)(1) of the Bankruptcy Code, a first priority priming lien on, and security interest in, the property securing the Prepetition Obligations owing to secured parties under the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (RBS/Citizens Facility. All of the Liens referenced described herein shall be effective and automatically perfected as of the Interim Order Entry Date. The Agent shall not be required to file any financing statements, mortgages, notices of Lien or similar instruments in clauses (A) any jurisdiction or filing office, take possession or control of any Collateral, or take any other action in order to validate or perfect the Lien and (B), collectivelysecurity interest granted by or pursuant to this Agreement, the “Priming Liens”)DIP Order or any other Credit Document.

DIP Liens. Subject to the Carve-Out, as (a) As security for the DIP Obligations, effective as of the Petition Date, the following security interests and Liens, which shall immediately automatically and without any further action by any Person be valid, binding, perfected, continuing, enforceable, and non-avoidable properly perfected upon the entry date of this Interim Order, are hereby granted by and subject and subordinate to the Debtors to Carve Out, as set forth more fully in this Interim Order, the DIP Agent, for itself and the other benefit of the DIP Secured Parties, is hereby granted (without the necessity of the execution by the DIP Loan Parties (all such or the filing or recordation of mortgages, security interests and Liens granted to agreements, lockbox or control agreements, financing statements, or any other instruments or otherwise by the DIP Agent for the benefit of all or the DIP Secured Parties pursuant to this Interim Order Lenders) valid, binding, enforceable, non-avoidable, and automatically and properly perfected liens and security interests (as applicable, for those liens on the DIP Loan DocumentsPriority Collateral (as defined below), the “Senior DIP Liens” or, for those liens on the Other DIP Collateral (as defined below), the “Junior DIP Liens,” and collectively, the “DIP Liens”) in the DIP Collateral (as defined below), on as collateral security for the prompt and complete performance and payment when due (whether at the stated maturity, by acceleration or otherwise) of all assets DIP Obligations, which DIP Liens shall have the following relative rank and property priority: (1) Pursuant to section 364(c)(2) of any kind the Bankruptcy Code, a valid, binding, enforceable, fully-perfected first priority senior security interest in and lien upon all of the DIP Loan Parties’ right, title and interest in, to, and under the DIP Proceeds Account (including all cash and cash equivalents held therein, and proceeds disbursed in contravention of the DIP Credit Agreement that are identifiable and traceable from Cash Collateral) (collectively, the “DIP Priority Collateral”), subject and subordinate only to the Carve Out; (2) Pursuant to section 364(c)(2) of the Bankruptcy Code, a valid, binding, enforceable, fully-perfected junior priority security interest in and lien upon all of the DIP Loan Parties’ right, title and interest in, to, and under (x) the proceeds of or judgments from all claims and causes of action arising under chapter 5 of the Bankruptcy Code (including section 549 of the Bankruptcy Code), whether pursuant to federal law or applicable state law, of the DIP Loan Parties or their estates, but not the claims and causes of action themselves (collectively, the “Avoidance Actions”), and (y) all assets pledged underof the Debtors that are not Prepetition Collateral (other than any Excluded Assets as defined in the DIP Credit Agreement), subject and subordinate only to the Carve Out and the RBL Adequate Protection Liens (as defined below); and (3) Pursuant to section 364(c)(3) of the Bankruptcy Code, a valid, binding, enforceable, fully-perfected junior security interest in and lien upon all of the DIP Loan Parties’ right, title and interest in, to, and under all Prepetition Collateral (other than any Excluded Assets and the DIP Priority Collateral), whether existing on the Petition Date or thereafter acquired, and wherever located, and the proceeds, products, rents and profits of the foregoing (the collateral described in paragraph 5(a)(2) and this paragraph 5(a)(3), collectively, the “Other DIP Collateral,” and together with the DIP Priority Collateral, the “DIP Collateral”), subject and subordinate only to (i) the Carve Out, (ii) the Permitted Prior Senior Liens, (iii) the Prepetition RBL Liens and (iv) the RBL Adequate Protection Liens; but senior to the Prepetition Term Loan Liens and the Term Loan Adequate Protection Liens (as defined in, the Existing RBL Loan Documentsbelow). (b) 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 For the avoidance of doubt, and subject to the relative lien priority set forth above, the term “DIP Collateral” shall include all existing (whether pre- or post-petition) assets and after-acquired, tangible and intangible, personal and real property and assets properties of each of the Debtors DIP Loan Parties of any kind or nature whatsoever, whether tangible or intangible, real, personal or mixed, whether now owned by or owing to, or hereafter acquired by, or arising in favor of, any of the DIP Loan Parties, whether prior to or after the Petition Date, whether owned or consigned by or to, or leased from or to, the DIP Loan Parties, and wherever located, and all proceeds, products, offspring and profits of each of the foregoing and all accessions to, substitutions and replacements for, each of the foregoing, including any and all proceeds thereof of any insurance, indemnity, warranty or guaranty payable to any Debtor from time to time with respect to any of the foregoing. (includingc) Notwithstanding anything contained herein or in any of the DIP Loan Documents to the contrary (subject to the Carve Out and, in the case of the Junior DIP Liens, subject also to the RBL Adequate Protection Liens, Permitted Prior Senior Liens, and the Prepetition RBL Liens), the DIP Liens (i) shall not be made subject to or pari passu with (A) any lien, security interest or claim heretofore or hereinafter granted in any of the DIP Loan Parties’ Chapter 11 Cases or any Successor Cases, and shall be valid and enforceable against the DIP Loan Parties, their estates, any trustee or any other estate representative appointed or elected in the DIP Loan Parties’ Chapter 11 Cases or any Successor Cases and/or upon the dismissal of any of the DIP Loan Parties’ Chapter 11 Cases or any Successor Cases, (B) any lien that is avoided and preserved for the benefit of the DIP Loan Parties and their estates under section 551 of the Bankruptcy Code or otherwise, or (C) any intercompany or affiliate lien or claim; and (ii) shall not be subject to sections 510, 549, 550 or 551 of the Bankruptcy Code or, subject to and effective only upon entry of the Final Order, section 506(c) of the Bankruptcy Code. (d) Any provision of any lease, loan document, easement, use agreement, proffer, covenant, license, contract, organizational document, or other instrument or agreement that requires the consent, or the payment of any fees or obligations to, any governmental entity or non-governmental entity in order for the DIP Loan Parties to pledge, grant, mortgage, sell, assign, or otherwise transfer any fee or leasehold interest or the proceeds thereof or DIP Collateral, is and shall hereby be deemed to be inconsistent with the provisions of the Bankruptcy Code, and shall have no force or effect with respect to the DIP Liens or Adequate Protection Liens on such leasehold interests or other applicable DIP Collateral or the proceeds of Avoidance Actions any assignment and/or sale thereof by any DIP Loan Parties, in favor of the DIP Secured Parties or the Prepetition Secured Parties in accordance with the terms of the DIP Loan Documents and this Interim Order. (as defined below)e) However, whether received by judgmentnotwithstanding any provision in this Interim Order to the contrary, settlement, or otherwise) (collectively, the “DIP Collateral”) provided, that such DIP Collateral in no event shall not include (a) the Excluded Assets (as defined in the DIP Credit Agreement) (collectively, the “Excluded Assets”); or (b) any Building enclosed structure (having two walls and a roof) or Manufactured manufactured mobile home (Mobileboth a “Building”) Home (each as defined be included in the definition of DIP Collateral, in each case of clause (b) until such time as the DIP Agent notifies the applicable Debtors that such property shall be included in the definition of DIP Collateral, upon the DIP Agent’s and DIP Lenders’ determination that all applicable Flood Insurance Regulations), unless and until (A) Regulation requirements have been satisfied. Upon such notice by 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road 2608, Tennessee Colony, ▇▇▇▇▇▇▇▇ 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 subject to a valid, perfected, and enforceable security interest or Lien in existence as of the Petition Date or a valid Lien perfected (but not granted) after the Petition Date (to the extent that such perfection in respect of a prepetition claim is expressly permitted under the Bankruptcy Code) including, subject to the entry of the Final OrderAgent, any proceeds or property recovered, unencumbered or otherwise under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 all Buildings shall automatically be included in the definition of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state or municipal law (collectively, the “Avoidance Actions”), whether received by judgment, settlement, or otherwise; (B) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected, binding, continuing, enforceable, and non-avoidable Lien on and security interest in all DIP Collateral that is subject solely to the Existing Prior Liens, which DIP Lien shall be junior only to such Existing Prior Liens and the Carve-Out; and (C) pursuant to Bankruptcy Code section 364(d), a perfected, binding, continuing, enforceable, and non-avoidable first priority, senior priming Lien on and security interest in all other DIP Collateral, including Cash Collateraland shall be encumbered pursuant to this Interim Order without the need for any further action by any party. As used herein, all accounts receivable“Flood Insurance Regulation” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, inventory(b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, real and personal property(c) the National Flood Insurance Reform Act of 1994 (amending 42 U.S.C. 4001, plant and equipment of the Debtors that secure the obligations of the Debtors under the Existing RBL Credit Facility and the Existing Second Lien Credit Facility (collectively, the “Existing Primed Secured Facilities”; the lenders, holders and agents under the Existing Primed Secured Facilities, the “Existing Primed Secured Parties”et seq.), as the same may be amended or recodified from time to the extent that such DIP Collateral is subject to valid, perfected time and non-avoidable liens in favor of third parties as of the commencement of the Bankruptcy Case; which Priming Liens (as defined below) shall be senior to the Adequate Protection Liens and senior and priming to (Ad) the Existing RBL Liens Flood Insurance Reform Act of 2004 and (B) any Liens that are junior to the Existing RBL Liens or the Existing RBL Adequate Protection Liens, after giving effect to any intercreditor or subordination agreements (the Liens referenced in clauses (A) and (B), collectively, the “Priming Liens”)regulations promulgated thereunder.