Common use of Adequate Protection Liens Clause in Contracts

Adequate Protection Liens. The Pre-Petition First Lien Agent (for itself and for the benefit of the Pre-Petition First Lien Secured Lenders) is hereby granted (effective and perfected upon the occurrence of the Effective Date and without the necessity of the execution by the Debtors of mortgages, security agreements, pledge agreements, financing statements or other agreements), in the amount of such diminution, (1) a replacement security interest in and lien upon all the Collateral, subject and subordinate only to (i) the security interests and liens granted to and/or reaffirmed and continued in favor of (as applicable) the DIP Agents and the Existing DIP Agent for the benefit of the DIP Lenders and the Existing DIP Lenders pursuant to the Interim DIP Order, the Existing DIP Order, this Order and/or the DIP Documents and any liens on the Collateral to which such liens so granted to the DIP Agents and Existing DIP Agent are junior and (ii) the Carve Out (such liens securing the Adequate Protection Obligations, together with the Contingent Adequate Protection Liens (as defined in the Existing DIP Order), the “Adequate Protection Liens”) and (2) the Contingent Adequate Protection Liens to secure any Contingent Pre-Petition First Lien Debt (as defined in the Existing DIP Order), any Non-Assumed Pre-Petition First Lien Obligation (as defined in the Existing DIP Order) and any interest, fees and expenses to which the Pre-Petition First Lien Agent, the Pre-Petition 10 For the avoidance of doubt, the adequate protection granted to the Pre-Petition First Lien Agent and the Pre-Petition First Lien Secured Lenders pursuant to the Existing DIP Order shall remain in full force and effect prior to the occurrence of the Effective Date and shall not be modified hereby until the occurrence of the Effective Date. First Lien Secured Lenders or the Issuing Banks (as defined in the Existing DIP Order) shall be due pursuant to subparagraph (c).

Adequate Protection Liens. The Pre-Petition First Lien Prepetition Agent (for itself and for the benefit of the Pre-Petition First Lien Prepetition Secured Lenders) is hereby granted (effective and perfected upon the occurrence date of the Effective Date this Interim Order and without the necessity of the execution by the Debtors Debtor of mortgages, security agreements, pledge agreements, financing statements or other agreements), in the amount of such diminution, (1) a replacement security interest in and lien upon all the CollateralCollateral (such liens securing the Adequate Protection Obligations, the “Adequate Protection Liens”), subject and subordinate only to (i) the security interests and liens granted to and/or reaffirmed and continued in favor of (as applicable) the DIP Agents and the Existing DIP Agent for the benefit of the DIP Lenders and the Existing DIP Lenders pursuant to the Interim DIP Order, the Existing DIP Order, this Order and/or the DIP Documents Liens and any liens on the Collateral to which such liens so granted to the DIP Agents and Existing DIP Agent Liens are junior and (ii) the Carve Carve-Out and (2) (A) until such liens securing time as all of the DIP Obligations are indefeasibly paid in full in cash in accordance with the DIP Documents and this Interim Order, the Prepetition Agent and the Prepetition Secured Creditors shall have no right to seek or exercise any enforcement rights or remedies in connection with the Adequate Protection ObligationsLiens, together with including, without limitation, in respect of the Contingent Adequate Protection Liens occurrence or continuance of any Event of Default (as defined in the Existing DIP OrderPrepetition Credit Agreement), the “Adequate Protection Liens”) and ; (2B) the Contingent Adequate Protection Liens Prepetition Agent and the Prepetition Secured Creditors shall be deemed to secure have consented to any Contingent Pre-Petition First Lien Debt sale or disposition of Collateral permitted under the DIP Credit Agreement or approved, arranged for or by the DIP Agent or the Required Lenders (as defined in the DIP Credit Agreement), and shall terminate and release upon any such sale or disposition all of its liens on and security interests in such Collateral (where the DIP Agent also releases any DIP Liens as necessary); (C) the Prepetition Agent and/or the Prepetition Secured Creditors shall deliver or cause to be delivered, at the Debtor’s costs and expense (for which the Prepetition Agent and/or the Prepetition Secured Creditors, as the case may be, shall be reimbursed upon submission to the Debtor of invoices or billing statements), any termination statements, releases or other documents necessary to effectuate and/or evidence the release and termination of any Prepetition Secured Creditors’ liens on or security interests in any portion of the Collateral subject to any sale or disposition permitted under the DIP Credit Agreement or approved or arranged for by the DIP Agent or any of the DIP Lenders (where the DIP Agent also releases any DIP Liens as necessary); and (D) upon the Final Order becoming a final and nonappealable order and the expiration of the Challenge Period (as defined below) with no challenge having been brought, or if such a challenge is brought, until the entry of a final judgment and the payment to the Prepetition Agent and the Prepetition Secured Creditors of all amounts owed by the Debtor under the Existing DIP Agreements and this Interim Order (or the Final Order), any Non-Assumed Pre-Petition First Lien Obligation the Adequate Protection Liens shall terminate and be released (automatically and without further action of the parties), and the Prepetition Secured Creditors shall execute and deliver such agreements to evidence and effectuate such termination and release as defined in the Existing Debtor or the DIP Order) Agent may request, and any interest, fees the Debtor and expenses the DIP Agent shall be authorized to which file on behalf of the Pre-Petition First Lien AgentPrepetition Secured Creditors such UCC termination statements or such other filings as may be applicable to the extent such authorization is required under the Uniform Commercial Code of the applicable jurisdiction. Without limiting the generality of the foregoing, the Pre-Petition 10 For the avoidance of doubt, the adequate protection Adequate Protection Liens granted to the Pre-Petition First Lien Prepetition Agent shall be junior and subordinate in all respects to the DIP Liens and the Pre-Petition First Lien Secured Lenders pursuant to the Existing DIP Order shall remain in full force and effect prior to the occurrence of the Effective Date and shall not be modified hereby until the occurrence of the Effective Date. First Lien Secured Lenders or the Issuing Banks (as defined in the Existing DIP Order) shall be due pursuant to subparagraph (c)Carve Out.

Adequate Protection Liens. The As adequate protection to secure any loss, decrease or decline in the value of the Pre-Petition First Lien Agent Collateral resulting from and after the Petition Date as a result of (for itself i) the use of Cash Collateral, (ii) the use, sale or lease of any other Pre-Petition Collateral by the WV-Debtors, or (iii) the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code (in the aggregate, “Pre-Petition Collateral Diminution”), the WV-Debtors hereby grant to the Lender, the MA Landlord, and the CT Landlord, a security interest in, all of the WV-Debtors’, the WV-Debtors’-in- Possession, and the Estates’ right, title and interest in the Collateral, whether now owned by the WV-Debtors-in-Possession or hereafter acquired and whether now existing or hereafter coming into existence (“Adequate Protection Liens”). The Adequate Protection Liens shall be entitled to and shall constitute (i) second-priority liens under § 364(c)(2) of the Bankruptcy Code on all assets acquired by the WV-Debtors-in-Possession on the Petition Date and thereafter, including equipment, accounts, and inventory not presently encumbered by a Prior Permitted Encumbrance, subject only to the DIP Liens; and (ii) subordinate and junior liens under §364(c)(3) of the Bankruptcy Code on all Collateral encumbered by a Prior Permitted Encumbrance, subject to the Prior Permitted Encumbrances and the DIP Liens. The Adequate Protection Liens shall not be subject or subordinate to any lien or security interest that is avoided and preserved for the benefit of the PreWV-Petition First Lien Secured Lenders) is hereby granted (effective Debtors and perfected upon the occurrence Estates under section 551 of the Effective Date and without the necessity of the execution by the Debtors of mortgages, security agreements, pledge agreements, financing statements or other agreements), in the amount of such diminution, (1) a replacement security interest in and lien upon all the Collateral, subject and subordinate only to (i) the security interests and liens granted to and/or reaffirmed and continued in favor of (as applicable) the DIP Agents and the Existing DIP Agent for the benefit of the DIP Lenders and the Existing DIP Lenders pursuant to the Interim DIP Order, the Existing DIP Order, this Order and/or the DIP Documents and any liens on the Collateral to which such liens so granted to the DIP Agents and Existing DIP Agent are junior and (ii) the Carve Out (such liens securing the Adequate Protection Obligations, together with the Contingent Bankruptcy Code. The Adequate Protection Liens (as defined in shall be deemed automatically perfected by operation of law upon entry of the Existing DIP Order)Orders by the Bankruptcy Court and Lender, the “Adequate Protection Liens”MA Landlord, and the CT Landlord shall not be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of any Collateral) and (2) to validate or perfect such liens. No cost or expense of administration shall be imposed on Lender, the Contingent Adequate Protection Liens to secure any Contingent Pre-Petition First Lien Debt (as defined in MA Landlord, the Existing DIP Order), any Non-Assumed Pre-Petition First Lien Obligation (as defined in the Existing DIP Order) and any interest, fees and expenses to which CT Landlord or the Pre-Petition First Lien AgentCollateral under §§ 105, 506(c), or 552 of the Bankruptcy Code or otherwise, and WV-Debtors hereby waive for themselves and on behalf of the Estates any and all rights under §§ 105, 506(c), or 552 of the Bankruptcy Code or otherwise to assert or impose, or seek to assert or impose, any such costs or expenses of administration against Lender, the CT Landlord, the MA Landlord or the Pre-Petition 10 For the avoidance of doubt, the adequate protection granted to the Pre-Petition First Lien Agent and the Pre-Petition First Lien Secured Lenders pursuant to the Existing DIP Order shall remain in full force and effect prior to the occurrence of the Effective Date and shall not be modified hereby until the occurrence of the Effective Date. First Lien Secured Lenders or the Issuing Banks (as defined in the Existing DIP Order) shall be due pursuant to subparagraph (c)Collateral.

Adequate Protection Liens. The Pre-Petition First Lien Agent (As security for the payment of the 10% Notes Adequate Protection Obligations in respect of the diminution, if any, of the 10% Noteholders’ interests in the Pari Passu Collateral, including for any use of the Pari Passu Collateral constituting Cash Collateral, the 10% Trustee, on behalf of itself and for the benefit of the Pre-Petition First Lien Secured Lenders) 10% Noteholders, is hereby granted (effective a valid and perfected upon the occurrence of the Effective Date and without the necessity of the execution by the Debtors of mortgages, security agreements, pledge agreements, financing statements or other agreements), in the amount of such diminution, (1) a replacement security interest in and lien upon all the Collateral, subject and subordinate only to (i) the security interests and liens granted to and/or reaffirmed and continued in favor of (as applicable) the DIP Agents and the Existing DIP Agent for the benefit of the DIP Lenders and the Existing DIP Lenders pursuant to the Interim DIP Order, the Existing DIP Order, this Order and/or the DIP Documents and any liens on the Collateral to which such liens so granted to the DIP Agents and Existing DIP Agent are junior and (ii) the Carve Out (such liens securing the Adequate Protection Obligations, together with the Contingent Adequate Protection Liens (as defined in the Existing DIP Order), the “10% Noteholder Adequate Protection Liens”) in the Pari Passu Collateral, which shall rank junior in priority to the Carve-Out and (2) the Contingent DIP Liens thereon. Upon entry of this Interim Order, whether or not the 10% Trustee takes any action to validate, perfect, or confirm perfection, the 10% Adequate Protection Liens shall be deemed valid, perfected, allowed, enforceable, nonavoidable and not subject to secure any Contingent Pre-Petition First Lien Debt challenge, dispute, avoidance, impairment or subordination (other than as defined set forth in the Existing DIP this Interim Order), at the time and as of the date of entry of this Interim Order. The 10% Trustee is hereby authorized, but not required, to file or record, in any Non-Assumed Pre-Petition First Lien Obligation (as defined jurisdiction, financing statements, intellectual property filings, mortgages, deeds of trust, notices of lien or similar instruments or take any other action in order to validate and perfect the Existing DIP Order) and any interest, fees and expenses to which 10% Adequate Protection Liens. Upon the Pre-Petition First Lien Agentrequest of the 10% Trustee, the Pre-Petition 10 For Debtors, without any further consent of any party, are authorized to take, execute and deliver such instruments to enable the avoidance 10% Trustee to validate, perfect, preserve and enforce the 10% Adequate Protection Liens consistent with the terms of doubtthis Interim Order. A certified copy of this Interim Order may be filed with or recorded in filing or recording offices in addition to or in lieu of such financing statements, the adequate protection granted mortgages, deeds of trust, notices of lien or similar instruments, and all filing offices are hereby authorized to the Pre-Petition First Lien Agent accept such certified copy of this Interim Order for filing and the Pre-Petition First Lien Secured Lenders pursuant to the Existing DIP Order shall remain in full force and effect prior to the occurrence of the Effective Date and shall not be modified hereby until the occurrence of the Effective Date. First Lien Secured Lenders or the Issuing Banks (as defined in the Existing DIP Order) shall be due pursuant to subparagraph (c)recording.

Adequate Protection Liens. The Pre-Petition First Lien Agent (for itself and for the benefit of the Pre-Petition First Lien Secured Lenders) is hereby granted (effective and perfected upon the occurrence date of the Effective Date this Order and without the necessity of the execution by the Debtors of mortgages, security agreements, pledge agreements, financing statements or other agreements), in the amount of such diminution, (1i) a replacement security interest in and lien upon all the Collateral, subject and subordinate only to (i) the security interests and liens granted to and/or reaffirmed and continued in favor of (as applicable1) the DIP Agents and the Existing DIP Agent for the benefit of the DIP Lenders and the Existing DIP Lenders pursuant to the Interim DIP Order, the Existing DIP Order, this Order and/or the DIP Documents Liens and any liens on the Collateral to which such liens so granted to the DIP Agents and Existing DIP Agent are junior and (ii2) the Carve Out (such liens securing the Adequate Protection Obligations, together with the Contingent Adequate Protection Liens (as defined in the Existing DIP Order)Liens, the “Adequate Protection Liens”) and (2ii) the Contingent Adequate Protection Liens to secure any Contingent Pre-Petition First Lien Debt Debt. Without limiting the generality of the foregoing, (as defined in A) the Existing DIP Order), any Non-Assumed Pre-Petition First Lien Obligation (as defined in the Existing DIP Order) and any interest, fees and expenses to which the Pre-Petition First Lien Agent, the Pre-Petition 10 For the avoidance of doubt, the adequate protection Adequate Protection Liens granted to the Pre-Petition First Lien Secured Lenders hereunder (including the Contingent Adequate Protection Liens in respect of the Contingent Pre-Petition Debt) shall be senior to all Junior Adequate Protection Liens and be junior and subordinate in all respects to the DIP Lenders’ liens and security interests (including, without limitation, the DIP Liens) upon and in the Collateral and the Carve Out; (B) the Contingent Pre-Petition Debt shall be junior and subordinate in right of payment to all DIP Obligations and the Carve Out; (C) until such time as all of the DIP Obligations are indefeasibly paid in full in cash in accordance with the Loan Documents and this Interim Order, the Pre-Petition Secured Lenders shall have no right to seek or exercise any enforcement rights or remedies in connection with the Contingent Pre-Petition Debt or the Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (as defined in the Pre-Petition Credit Agreement); (D) the Pre-Petition Agent and the Pre-Petition First Lien Secured Lenders pursuant have or shall be deemed to have consented to the Existing Financing (which Financing shall, in part, constitute a DIP Order shall remain in full force and effect prior to the occurrence of the Effective Date and shall not be modified hereby until the occurrence of the Effective Date. First Lien Secured Lenders or the Issuing Banks (Financing as defined in the Existing DIP OrderICA (as defined below)) in accordance with the terms of the Intercreditor Agreement, dated as of August 4, 2009 by and between Bank of America, N.A. as collateral agent under the Pre-Petition Credit Agreement and Wilmington Trust Company as note collateral agent under the Pre-Petition Note Indenture (the “ICA”), attached to the Motion as Exhibit C; (E) the Pre-Petition Secured Lenders shall be due pursuant deemed to subparagraph have consented to any sale or disposition of Collateral approved, arranged for or by the Agent, and shall terminate and release upon any such sale or disposition all of its liens on and security interests in such Collateral (cwhere the Agent also releases any DIP Liens as necessary); (F) the Pre-Petition Secured Lenders shall deliver or cause to be delivered, at the Debtors’ costs and expense (for which the Pre-Petition Secured Lenders shall be reimbursed upon submission to the Debtors of invoices or billing statements), any termination statements, releases or other documents necessary to effectuate and/or evidence the release and termination of the Pre-Petition Secured Lenders’ liens on or security interests in any portion of the Collateral subject to any sale or disposition approved or arranged for by the Agent (where the Agent also releases any DIP Liens as necessary); and (G) upon the Final Order becoming a final and nonappealable order and the expiration of the Challenge Period (as defined below) with no challenge having been brought, or if such a challenge is brought, until the entry of a final judgment and the payment to the Pre-Petition Agent and the Pre-Petition Secured Lenders of all amounts owed by the Debtors under the Existing Agreements and this Order, the Adequate Protection Liens shall terminate and be released (automatically and without further action of the parties), and the Pre-Petition Secured Lenders shall execute and deliver such agreements to evidence and effectuate such termination and release as Agent may request and Agent shall be authorized to file on behalf of the Pre-Petition Secured Lenders such UCC termination statements or such other filings as may be applicable to the extent such authorization is required under the Uniform Commercial Code of the applicable jurisdiction.