Common use of DIP Liens Clause in Contracts

DIP Liens. The DIP Obligations shall be secured by valid, binding, enforceable, non-avoidable and automatically perfected postpetition first priority liens (the “DIP Liens”) on the Collateral as defined in the Security Agreement, pursuant to sections 364(c) and 364(d) of the Bankruptcy Code, which liens shall be senior to all other liens now existing or arising in the future, but subject to the Permitted Liens listed on Schedule 3 of the Security Agreement, and shared with LC Fund to the extent provided in the Settlement Order; provided, however, the lien in favor of LC Fund pursuant to the Settlement Order shall (a) be limited to the extent provided in the Settlement Agreement (as defined in the Settlement Order) until all obligations to the Lender under the DIP Credit Facility have been fully satisfied, (b) be subordinate to the DIP Liens granted to the Lender in this Final Order until the gross proceeds from the sale of the Debtors’ assets are equal to $5 million, and (c) after the aggregate gross proceeds of sale exceed $5 million, be pari passu with the DIP Liens in the ratio of 2.5% for LC Fund and 97.5% for the Lender (or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 million) until full payment of the Lender under the DIP Credit Facility, and, thereafter, (iv) be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code, and (b) any person or entity who pays (or through the extension of credit to any Debtor, causes to be paid) any of the DIP Obligations be subrogated, in whole or in part, to any rights, remedies, claims, privileges, liens, or security interests granted in favor of, or conferred upon the Lender by the terms of the DIP Loan Documents or this Final Order, until such time as all of the DIP Obligations shall be indefeasibly paid in full in cash in accordance with the DIP Loan Documents. For avoidance of doubt, the DIP Liens shall not extend to the right to control avoidance actions under Chapter 5 of the Bankruptcy Code or actions of the estate that arose prepetition against third parties.

DIP Liens. (a) The DIP Obligations shall be secured by validLender is hereby granted: i. pursuant to section 364(c)(2) of the Bankruptcy Code, binding, enforceablea 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, non-avoidable lien as of the Petition Date, junior only to the adequate protection liens granted to the Prepetition Lenders and automatically 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 the Bankruptcy Code, a fully-perfected postpetition first priority lien on all assets of the Debtors (now or hereafter acquired and all proceeds thereof) that were, as of the Petition Date, subject to the liens of the Prepetition 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, 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 thereof), except (A) claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code (the “Avoidance Actions”) and the proceeds thereof and (B) as otherwise agreed to by the Lender. Solely to the extent that (x) applicable non-bankruptcy law prohibits the granting of a lien or security interest on the Collateral FCC License (as such term is defined in the Security Collateral Trust Agreement) to the Lender and (y) such prohibition, pursuant to sections 364(c) and 364(d) of if any, is not preempted or otherwise rendered ineffective by the Bankruptcy CodeCode or other applicable law as may be determined by order of this Court or any other court with jurisdiction, which liens the DIP Liens and the Superpriority Claim shall be senior to all other liens now existing or arising in the future, but subject not extend to the Permitted Liens listed on Schedule 3 of the Security Agreement, and shared with LC Fund to the extent provided in the Settlement OrderFCC License; provided, however, that, notwithstanding the lien in favor of LC Fund pursuant foregoing, the DIP Liens and the Superpriority Claim shall extend to the Settlement Order shall (a) be limited to the extent provided in the Settlement Agreement Proceeds (as defined in the Settlement OrderUniform Commercial Code of the State of New York) until all obligations of the FCC License to the Lender under the DIP Credit Facility have been fully satisfied, fullest extent allowed by applicable law. (b) be subordinate to the The DIP Liens granted to shall be effective immediately upon the Lender entry of this Final K&E 18331031 (c) Except as provided in this Final Order until the gross proceeds from the sale of the Debtors’ assets are equal to $5 million, and (c) after the aggregate gross proceeds of sale exceed $5 million, be pari passu with the DIP Liens in the ratio of 2.5% for LC Fund and 97.5% for the Lender (or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 million) until full payment of the Lender under the DIP Credit Facility, and, thereafter, (iv) be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code, and (b) any person or entity who pays (or through the extension of credit to any Debtor, causes to be paid) any of the DIP Obligations be subrogated, in whole or in part, to any rights, remedies, claims, privileges, liens, or security interests granted in favor of, or conferred upon the Lender by the terms of the DIP Loan Documents or this Final Order, until such time as all of the DIP Obligations shall be indefeasibly paid in full in cash in accordance with the DIP Loan Documents. For avoidance of doubt, the DIP Liens shall not extend 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 right to control avoidance actions under Chapter 5 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 Bankruptcy Code or actions Debtors in favor of the estate that arose prepetition against third partiesLender, in accordance with the terms of the DIP Facility and the other DIP Loan Documents.

DIP Liens. The DIP Obligations Order shall be secured by valid, binding, enforceable, non-avoidable and automatically perfected postpetition first priority liens (grant the “following DIP Liens”: (a) on the Collateral as defined in the Security Agreement, pursuant to sections 364(c) and 364(dsection 364(c)(2) of the Bankruptcy Code, which liens a first priority lien on, and security interest in, all unencumbered assets of the Borrowers (now or hereafter acquired) and all proceeds thereof; provided, that such DIP Liens shall be senior not attach to any actions or claims under sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code (collectively, “Avoidance Actions”), but shall, upon entry of the Final Order, attach to the proceeds of Avoidance Actions, whether by judgment, settlement or otherwise; (b) pursuant to section 364(c)(3) of the Bankruptcy Code, a junior lien on and security interest in, any and all tangible and intangible property of the Borrowers (other liens now existing or arising than the Prepetition Collateral (as that term is defined in the future, but Interim Order) of the Primed Parties) that was subject to the Permitted Liens listed on Schedule 3 valid, perfected and unavoidable liens and security interests as of the Security AgreementPetition 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 Code; (c) pursuant to section 364(d)(1) of the Bankruptcy Code, a first priority priming lien on, and shared with LC Fund security interest in, the property securing the Prepetition Obligations owing to the extent provided in the Settlement OrderPrimed Parties; provided, however, the lien in favor of LC Fund pursuant to the Settlement Order shall (a) be limited to the extent provided in the Settlement Agreement (as defined in the Settlement Order) until all obligations to the Lender under the DIP Credit Facility have been fully satisfied, (b) be subordinate to that the DIP Liens granted shall be subject and junior to the Lender in this Permitted Liens to which such Prepetition Obligations are subject; and (d) on the Final Order until the gross proceeds from the sale of the Debtors’ assets are equal Entry Date, pursuant to $5 million, and (csection 364(d)(1) after the aggregate gross proceeds of sale exceed $5 million, be pari passu with the DIP Liens in the ratio of 2.5% for LC Fund and 97.5% for the Lender (or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 million) until full payment of the Lender under the DIP Credit Facility, and, thereafter, (iv) be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code, a first priority priming lien on, and (b) any person or entity who pays (or through security interest in, the extension of credit property securing the Prepetition Obligations owing to any Debtor, causes to be paid) any secured parties under the Existing RBS/Citizens Facility. All of the DIP Obligations Liens described herein shall be subrogatedeffective 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 whole any jurisdiction or in partfiling office, to take possession or control of any rights, remedies, claims, privileges, liensCollateral, or take any other action in order to validate or perfect the Lien and security interests interest granted in favor of, by or conferred upon the Lender by the terms of the DIP Loan Documents or pursuant to this Final Order, until such time as all of the DIP Obligations shall be indefeasibly paid in full in cash in accordance with the DIP Loan Documents. For avoidance of doubtAgreement, the DIP Liens shall not extend to the right to control avoidance actions under Chapter 5 of the Bankruptcy Code Order or actions of the estate that arose prepetition against third partiesany other Credit Document.

DIP Liens. The a. As security for the prompt and complete payment and performance of all DIP Obligations shall be secured when due (whether at stated maturity, by validacceleration or otherwise), binding, enforceable, non-avoidable effective immediately and automatically perfected postpetition first priority liens upon entry of this Interim Order (and without the “need for any execution, 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 DIP Liens”) on the Collateral as defined in the Security AgreementAgent of, or over, any assets), pursuant to sections 364(c) 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, which liens shall be senior to all the DIP Agent, for the benefit of itself and the other liens now existing or arising in the futureDIP Secured Parties, but is hereby granted, subject and subordinate only to the Carve Out and to any Permitted Liens listed 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 on Schedule 3 all real and personal property, whether existing on the Petition Date or thereafter acquired and wherever located, tangible or intangible, of each of the Security AgreementDebtors (collectively, the “DIP Collateral”), and shared with LC Fund to the extent provided in the Settlement Order; providedincluding, howeverwithout limitation, the lien in favor of LC Fund pursuant to the Settlement Order shall (a) be limited to all Prepetition Collateral, whether existing on the extent provided in the Settlement Agreement (as defined in the Settlement Order) until all obligations to the Lender under the DIP Credit Facility have been fully satisfiedPetition Date or thereafter acquired, (b) be subordinate all property of the Debtors subject to the DIP Liens granted to the Lender in this Final Order until the gross proceeds from the sale Permitted Prior Liens, (c) all property of the Debtors’ assets are equal , whether existing on the Petition Date or thereafter acquired that is not subject to $5 millionvalid, perfected, and (c) non-avoidable liens or perfected after the aggregate gross proceeds of sale exceed $5 million, be pari passu with Petition Date to the DIP Liens in the ratio of 2.5% for LC Fund and 97.5% for the Lender (or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 millionextent permitted by section 546(b) until full payment of the Lender under the DIP Credit Facility, and, thereafter, (iv) be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy CodeCode (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 (b) no DIP Secured Party or any other person or entity who pays on its behalf shall exercise any rights or remedies with respect to the liens on the equity of Audacy Receivables unless and until both (or through the extension of credit to any Debtor, causes to be paidi) any all purchase and funding commitments of the DIP Obligations be subrogated, in whole or in part, to any rights, remedies, claims, privileges, liens, or security interests granted in favor of, or conferred upon “Investors” under the Lender by Postpetition Securitization Program have terminated and (ii) all obligations of Audacy Receivables under the terms of the DIP Loan Documents or this Final Order, until such time as all of the DIP Obligations shall be 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 in accordance (and any investment of such cash) of the Debtors (whether maintained with the DIP Loan Documents. For Agent or otherwise), (e) the proceeds 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 (such 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 any avoidance actions brought pursuant to chapter 5 of the Bankruptcy Code or section 724(a) of the Bankruptcy Code or any other avoidance actions under the Bankruptcy Code or applicable state law or foreign law equivalents (such actions, “Avoidance Actions”), provided that no liens shall attach to Avoidance Actions; provided, further, 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 Liens Collateral shall not extend exclude (x) any and all Receivables (as defined in the Securitization Program Order) that are sold or contributed to, or otherwise encumbered in favor of Audacy Receivables and its assignee prepetition and postpetition, (y) any claims arising on account of transfers to the right to control avoidance actions under Chapter 5 Audacy Receivables, and (z) all collateral granted by any of the Bankruptcy Code or actions of Debtors in connection with the estate that arose prepetition against third partiesPostpetition Securitization Program other than the Debtors’ equity interests in Audacy Receivables (collectively, the property referred to in subclauses (x) through (z) are referred to herein as the “DIP Excluded Collateral”).

DIP Liens. The As security for the DIP Obligations shall be secured Obligations, effective upon the date of this Order and without the necessity of the execution by validthe Debtors of mortgages, bindingsecurity agreements or otherwise, enforceablethe following security interests and liens are hereby granted to the Agent and the DIP Lenders (all properly identified in clauses (1), non-avoidable (2) and automatically perfected postpetition first priority (3) below being collectively referred to as the "COLLATERAL," and such security interests and liens being collectively referred to as the "DIP LIENS") subject (the “DIP Liens”) on the Collateral as defined except in the Security case of amounts deposited in respect of Letters of Credit pursuant to Section _____ of the DIP Credit Agreement, pursuant which shall not be subject to sections 364(cthe Carve-Out) and 364(din 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 Bankruptcy Code, which liens shall be the Agent and the DIP Lenders are hereby granted a perfected first priority senior to security interest in and lien upon (A) all other liens now existing or arising in the future, but subject to the Permitted Liens listed on Schedule 3 of the Security Agreement, and shared with LC Fund to the extent provided in the Settlement Order; provided, however, the lien in favor of LC Fund pursuant to the Settlement Order shall (a) be limited to the extent provided in the Settlement Agreement Cash Balances (as defined in the Settlement OrderDIP Credit Agreement) until and other cash of the Borrowers (whether maintained with the Agents or otherwise) and any investment of the funds contained therein (all obligations of such property referred to in this clause (A) being hereinafter referred to as the "CREDIT AGREEMENT CASH COLLATERAL"), and (B) all unencumbered pre- and post-petition property of the Debtors, whether existing on the Petition Date or thereafter acquired (but not including 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) 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 Lender 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 scheduled in Schedule ___ to the DIP Credit Facility have been fully satisfied, Agreement; and (bii) be subordinate to the DIP Liens granted extent such liens secure any indebtedness (other than indebtedness to the Lender Pre-Petition Secured Lenders and as scheduled in this Final Order until Schedule ___ in an aggregate amount less than or equal to [$1 million], including liens that are perfected subsequent to the gross proceeds from the sale Petition Date as permitted by Section 546(b) of the Debtors’ assets Code. (3) LIEN JUNIOR TO LIENS OF OTHER SECURED CREDITORS. Pursuant to Section 364(c)(3) of the Code, the Agent and the DIP Lenders are equal hereby granted a perfected junior priority security interest in and lien upon all pre- and post-petition property of the Debtors (which liens will be supplemental to $5 millionthose 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 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 Petition Date as permitted by Section 546(b) of the Code, junior to such valid and perfected liens (c) after but not including the aggregate gross proceeds of sale exceed $5 million, be pari passu with the DIP Liens in the ratio causes of 2.5% for LC Fund and 97.5% for the Lender (or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 million) until full payment of the Lender action accruing solely under the DIP Credit Facility, and, thereafter, (iv) be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code, and (b) any person or entity who pays (or through the extension of credit to any Debtorincluding, causes to be paid) any of the DIP Obligations be subrogatedbut not limited to, in whole or in part, to any rights, remedies, claims, privileges, liensavoidance actions, or security interests granted in favor of, or conferred upon the Lender by the terms of the DIP Loan Documents or this Final Order, until such time as all of the DIP Obligations shall be indefeasibly paid in full in cash in accordance with the DIP Loan Documents. For avoidance of doubt, the DIP Liens shall not extend incorporated thereunder pursuant to the right to control avoidance actions under Chapter 5 of the Bankruptcy Code or actions of the estate that arose prepetition against third partiesSection 544(b)(1) thereof).