Common use of Protection of DIP Lenders’ Rights Clause in Contracts

Protection of DIP Lenders’ Rights. (a) So long as there are any borrowings or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been indefeasibly paid in full in cash) outstanding, or the DIP Lenders have any outstanding Commitments (as defined in the DIP Credit Agreement), under the DIP Credit Agreement, the Prepetition Secured Creditors shall (i) have no right to and shall take no action to foreclose upon or recover in connection with the liens granted on the Collateral thereto pursuant to the Existing Agreements or this Interim Order, or otherwise seek to exercise or exercise any enforcement rights or remedies against any Collateral, including in connection with the Adequate Protection Liens, (ii) be deemed to have consented to any transfer, disposition or sale of, or release of liens on, Collateral, to the extent such transfer, disposition, sale or release is authorized under the DIP Documents, (iii) not file any financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the Collateral unless, solely as to this clause (iii) (other than with respect to mortgages, which shall not be filed), prior to the expiration of the Challenge Period, there has been a Successful Challenge (as defined below) and (iv) deliver or cause to be delivered, at the Debtor’s cost and expense, any termination statements, releases and/or assignments in favor of the DIP Lenders or other documents necessary to effectuate and/or evidence the release, termination and/or assignment (to the extent provided herein) of liens on any portion of the Collateral that is sold or otherwise disposed, including the Prepetition Liens or Adequate Protection Liens upon the sale or disposition of such Collateral or upon the expiration of the Challenge Period (without the occurrence of a Successful Challenge).

Protection of DIP Lenders’ Rights. (a) So long as there are any borrowings or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been indefeasibly paid in full in cash) outstanding, DIP Obligations outstanding or the DIP Lenders have any outstanding DIP Commitments (under, and as defined in in, the DIP Credit AgreementDocuments (the “DIP Commitments”), under the DIP Credit Agreement, the Prepetition Secured Creditors shall Lenders shall: (i) have no right to and shall take no action to foreclose upon upon, or recover in connection with with, the liens granted on the Collateral thereto pursuant to the Existing Agreements or this Interim Order, or otherwise seek to exercise or exercise enforce any enforcement rights or remedies against any the DIP Collateral, including in connection with the Adequate Protection Liens, ; (ii) be deemed to have consented (to the extent any consent is required) to any transfer, disposition or sale of, or release of liens on, Collateralsuch DIP Collateral in connection with an exercise of remedies by the DIP Agent (but not any proceeds of such transfer, disposition or sale to the extent remaining after payment in cash in full of the DIP Obligations (other than contingent obligations for which no claim has then been asserted) and termination of the DIP Commitments) to the extent such transfer, disposition, sale or release is authorized under pursuant to the DIP Documents, ; (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, deeds of trust, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the such DIP Collateral unless, solely as to this clause (iii) (other than with respect to mortgages, which shall not be filed), prior the DIP Agent or the DIP Lenders file financing statements or other documents to perfect the expiration liens granted pursuant to this Interim Order, or as may be required by applicable state law to continue the perfection of valid and non-avoidable liens or security interests as of the Challenge PeriodPetition Date; provided, there has been a Successful Challenge (as defined below) that nothing herein shall prevent any of the Prepetition Secured Parties to file financing statements or other documents in connection with the appointment of any successor administrative or collateral agent under any of the Prepetition Credit Agreements, and (iv) at the request of the DIP Agent, deliver or cause to be delivered, at the Debtor’s DIP Loan Parties’ cost and expense, any termination statements, releases and/or assignments in favor of each of the DIP Lenders Secured Parties or other documents necessary to effectuate and/or evidence the release, termination and/or assignment (to the extent provided herein) of liens on any portion of such DIP Collateral subject to any sale in connection with the Collateral that is sold exercise of remedies by the DIP Agent or otherwise disposed, including the Prepetition Liens or Adequate Protection Liens upon the sale or disposition of such Collateral or upon the expiration of the Challenge Period (without the occurrence of a Successful Challenge)court-approved disposition.

Protection of DIP Lenders’ Rights. (a) So Except as otherwise expressly provided herein, so long as there are any borrowings or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been indefeasibly paid in full in cash) outstanding, DIP Obligations outstanding under the DIP Loan Documents or the DIP Lenders have any outstanding Commitments or Loans (each, as defined in the DIP Credit AgreementLoan Documents), under the DIP Credit Agreement, the Prepetition Secured Creditors Parties shall (isolely with respect to the DIP Priority Collateral): (a) have no right to to, and shall take no action to to, foreclose upon or recover in connection with the liens granted on the Collateral thereto pursuant to the Existing Agreements or Prepetition Loan Documents, this Interim Order, Order or otherwise seek to exercise or exercise any enforcement rights or remedies against any DIP Priority Collateral, including in connection with the Adequate Protection Liens, (iib) be deemed to have consented to any transfer, disposition or sale of, or release of liens on, Collateral, to the extent such transfer, disposition, sale or release is DIP Priority Collateral authorized under the DIP DocumentsLoan Documents and this Interim Order, (iiic) not file any further financing statements, patent filings, trademark filings, copyright filings, mortgages, memoranda of lease, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the Collateral unlessDIP Priority Collateral. Further, solely as (x) subject to this clause (iii) (other than entry of the Final Financing Order, in no event shall the DIP Secured Parties be subject to the equitable doctrine of “marshalling” or any similar doctrine with respect to mortgagesany DIP Priority Collateral, which and the DIP Secured Parties shall be entitled to foreclose upon or recover in connection with the DIP Priority Collateral in any manner, and in any sequence, in the DIP Secured Parties’ sole discretion and (y) upon entry of this Interim Order, the DIP Secured Parties shall be entitled to first foreclose upon, and recover from, the DIP Proceeds Account, and shall not be filed), prior subject to the expiration equitable doctrine of the Challenge Period, there has been a Successful Challenge (as defined below) and (iv) deliver “marshalling” or cause any similar doctrine with respect to be delivered, at the Debtor’s cost and expense, any termination statements, releases and/or assignments in favor of the DIP Lenders or other documents necessary to effectuate and/or evidence the release, termination and/or assignment (to the extent provided herein) of liens on any portion of the Collateral that is sold or otherwise disposed, including the Prepetition Liens or Adequate Protection Liens upon the sale or disposition of such Collateral or upon the expiration of the Challenge Period (without the occurrence of a Successful Challenge)Proceeds Account.

Protection of DIP Lenders’ Rights. (a) So long as there are any borrowings or other amounts no Termination Event shall have occurred and be continuing after the conclusion of the Remedies Notice Period (other than contingent indemnity obligations as and subject to which no claim has been asserted when all other amounts have been indefeasibly paid delivery of the Remedies Notice) (in full in cash) outstanding, or the DIP Lenders have any outstanding Commitments (each case as defined in the DIP Credit Agreement), below) under the DIP Credit AgreementAgreement remain outstanding with respect to the Debtors, the Prepetition Secured Creditors Parties shall (i) have no right to and shall take no action to foreclose upon or recover in connection with the liens granted on the Collateral thereto pursuant to the Existing Agreements Prepetition Financing Documents or this Interim Order, or otherwise seek to exercise or exercise any enforcement rights or remedies against any Collateral, including DIP Collateral or in connection with the any Adequate Protection LiensLiens or on account of any claims, other than as set forth herein, including, without limitation, the right to credit bid (but the foregoing shall not be construed to limit the exercise of any rights or remedies against any other Prepetition Secured Party pursuant to the intercreditor agreements), (ii) be deemed to have consented to any transfer, disposition or sale Disposition (as defined in the DIP Credit Agreement) of, or release of liens on, any DIP Collateral, to the extent such transfer, disposition, sale Disposition or release is authorized under the DIP DocumentsLoan Documents or otherwise agreed to by the DIP Facility Agent, (iii) not file any financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the DIP Collateral unless, solely as to this clause (iii) (other than with respect to mortgages, which shall not be filed), prior the DIP Facility Agent or any DIP Lender files financing statements or other documents to perfect the expiration liens granted pursuant to this Interim Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable liens or security interests as of the Challenge PeriodPetition Date, there has been a Successful Challenge (as defined below) and (iv) deliver or cause to be delivered, at the Debtor’s Debtors’ cost and expense, any termination statements, releases and/or assignments in favor of the DIP Lenders or other documents necessary to effectuate and/or evidence the release, termination and/or assignment (to the extent provided herein) of liens on any portion of the DIP Collateral that is sold or otherwise disposed, including the Prepetition Liens or Adequate Protection Liens upon the subject to any sale or disposition of such Collateral or upon in accordance with the expiration of the Challenge Period (without the occurrence of a Successful Challenge)terms hereof.