Common use of DIP Liens Clause in Contracts

DIP Liens. As security for the DIP Obligations, effective and perfected upon the date of this Interim Order and without the necessity of the execution, 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 security interests and liens 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 the DIP Agent is granted a lien under the DIP Documents (other than as expressly excluded pursuant to this Interim Order), 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 to the DIP Agent, for its benefit and for the benefit of the DIP Lenders, pursuant to this Interim Order and the DIP Documents, the “DIP Liens”). Notwithstanding the foregoing, the DIP Agent and the DIP Lenders may take any action (and are, to the extent 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 liens, and the Debtor shall execute and deliver to the DIP Agent and the DIP Lenders all such financing statements, notices and other documents as the DIP Agent or any DIP Lender may reasonably request in connection therewith and shall deliver account control agreements or other documentation in respect of and evidencing perfection of all collection and deposit accounts to the extent required by the DIP Documents.

DIP Liens. As Subject to the Carve-Out, as security for the DIP Obligations, effective as of the Petition Date, the following security interests and perfected Liens, which shall immediately and without any further action by any Person be valid, binding, perfected, continuing, enforceable, and non-avoidable upon the date entry of this Interim Order and without the necessity of the executionOrder, recordation of filings are hereby granted by the Debtor of mortgages, security agreements, control agreements, pledge agreements, financing statements or other similar documents, or the possession or control by Debtors to the DIP Agent ofAgent, or over, any Collateral for itself and the other DIP Secured Parties (including Cash Collateral), the all such security interests and liens identified in clauses (a), (b) and (c) below are hereby Liens granted to the DIP Agent for its own benefit and the benefit of all the DIP Lenders (all property identified in clauses (a), (b) and (c) below, together with all other property to which the DIP Agent is granted a lien under the DIP Documents (other than as expressly excluded pursuant to this Interim Order), 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 to the DIP Agent, for its benefit and for the benefit of the DIP Lenders, Secured Parties pursuant to this Interim Order and the DIP Loan Documents, the “DIP Liens”). Notwithstanding , on all assets and property of any kind (including all assets pledged under, and the foregoing“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 may take any action (and arehave determined, to the extent 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 liens, and the Debtor shall execute and deliver pursuant to the DIP Agent 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 all such financing statements, notices and other documents as has been obtained; except that the DIP Agent Collateral shall include any Building or any Manufactured (Mobile) Home located at 0000 Xxxxxxxx Xxxxxx Road 2608, Tennessee Colony, Xxxxxxxx County, Texas 75681-0000; provided, that the Avoidance Actions themselves shall not be DIP Lender may reasonably request in connection therewith and Collateral; provided, further, that the DIP Liens on the proceeds of Avoidance Actions shall deliver account control agreements or other documentation in respect of and evidencing perfection of all collection and deposit accounts be subject to the extent required by entry of the DIP Documents.Final Order: 261

DIP Liens. As Subject to the Carve-Out, as security for the DIP Obligations, effective as of the Petition Date, the following security interests and perfected Liens, which shall immediately and without any further action by any Person be valid, binding, perfected, continuing, enforceable, and non-avoidable upon the date entry of this Interim Order and without the necessity of the executionOrder, recordation of filings are hereby granted by the Debtor of mortgages, security agreements, control agreements, pledge agreements, financing statements or other similar documents, or the possession or control by Debtors to the DIP Agent ofAgent, or over, any Collateral for itself and the other DIP Secured Parties (including Cash Collateral), the all such security interests and liens identified in clauses (a), (b) and (c) below are hereby Liens granted to the DIP Agent for its own benefit and the benefit of all the DIP Lenders (all property identified in clauses (a), (b) and (c) below, together with all other property to which the DIP Agent is granted a lien under the DIP Documents (other than as expressly excluded pursuant to this Interim Order), 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 to the DIP Agent, for its benefit and for the benefit of the DIP Lenders, Secured Parties pursuant to this Interim Order and the DIP Loan Documents, the “DIP Liens”). Notwithstanding , on all assets and property of any kind (including all assets pledged under, and the foregoing“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 may take any action (and arehave determined, to the extent 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 liens, and the Debtor shall execute and deliver pursuant to the DIP Agent 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 all such financing statements, notices and other documents as has been obtained; except that the DIP Agent Collateral shall include any Building or any Manufactured (Mobile) Home located at 0000 Xxxxxxxx Xxxxxx Road 2608, Tennessee Colony, Xxxxxxxx County, Texas 75681-0000; provided, that the Avoidance Actions themselves shall not be DIP Lender may reasonably request in connection therewith and Collateral; provided, further, that the DIP Liens on the proceeds of Avoidance Actions shall deliver account control agreements or other documentation in respect of and evidencing perfection of all collection and deposit accounts be subject to the extent required by entry of the DIP Documents.Final Order: