First Lien on Cash Balances and Unencumbered Property. Upon the occurrence of the Effective Date, pursuant to section 364(c)(2) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully-perfected first priority senior security interest in and lien upon all pre- and post-petition property of the Debtors, whether existing on the Petition Date or thereafter acquired, that, on or as of the Petition Date (or as a result of the refinancing of the Pre-Petition First Lien Debt) is not subject to valid, perfected and non-avoidable pre-petition liens (collectively, “Unencumbered Property”), including without limitation, all cash and cash collateral of the Debtors (whether maintained with the Supplemental DIP Agent or otherwise) and any investment of such cash and cash collateral, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date (including, without limitation, post-petition intercompany claims against the Debtors), contracts, properties, plants, equipment, general intangibles, documents, instruments, interests in leaseholds, real properties, patents, copyrights, trademarks, trade names, other intellectual property, capital stock of subsidiaries, and the proceeds, product, offspring or profits of all the foregoing. Unencumbered Property shall 9 Notwithstanding anything contained herein to the contrary, the Borrower and the Guarantors shall not be required to pledge to the Senior DIP Agent or Supplemental DIP Agent in excess of 65% of the voting capital stock of its direct foreign subsidiaries or any of the capital stock or interests of indirect foreign subsidiaries. exclude the Debtors’ claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code, other than pursuant to section 549 of the Bankruptcy Code (collectively, “Avoidance Actions”) or any cash proceeds recovered pursuant to any successful Avoidance Actions, whether by judgment, settlement or otherwise (“Avoidance Proceeds”); provided, however that notwithstanding anything to the contrary herein, but subject to paragraph 25 hereof, the Superpriority Claims in respect of the Supplemental DIP Obligations may be satisfied from any assets of any Debtor’s estate, including any such Avoidance Proceeds, subject to the Carve Out and in accordance with the priorities set forth herein and in the Intercreditor Agreement.
First Lien on Cash Balances and Unencumbered Property. Pursuant to section 364(c)(2) of the Bankruptcy Code, a continuing, enforceable, first priority, fully-perfected lien and security interest upon all of the Debtors’ right, title and
