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. To the extent of, and in an aggregate amount equal to, the diminution in value of such interests, from and after the Petition Date, calculated in accordance with Section 506(a) of the Bankruptcy Code, resulting from, among other things, the use, sale or lease by the Debtors of the Prepetition Collateral (including the use of Cash Collateral), the granting of the DIP Liens, the subordination of the Prepetition Liens thereto and to the Carve-Out, or the imposition or enforcement of the automatic stay of Section 362(a) (collectively, “Diminution in Value”), the Prepetition Secured Parties shall have pursuant to Sections 361, 363(e) and 364(d) of the Bankruptcy Code, replacement security interests in and liens upon (the “Adequate Protection Liens”) all of the DIP Collateral, which shall be (i) junior and subject to the DIP Liens and Senior Third Party Liens and (ii) senior and prior to all other liens thereon. The Adequate Protection Liens shall in all cases be subject to the Carve-Out.
Adequate Protection Liens. As security for the payment of the Oaktree Adequate Protection Obligations in respect of the diminution, if any, of the Oaktree Parties’ interests in the Oaktree Collateral, including for any use of the Prepetition Oaktree Collateral that constitutes Cash Collateral, the Oaktree Agent, on behalf of itself and the other Oaktree Parties, is hereby granted a valid, perfected replacement security interest and lien (the “Oaktree Adequate Protection Liens”) on DIP Collateral immediately junior to the DIP Liens subject and subordinate to the Carve-Out. Upon entry of this Interim Order, whether or not the Oaktree Parties take any action to validate, perfect, or confirm perfection, the Oaktree Adequate Protection Liens shall be deemed valid, perfected, allowed, enforceable, nonavoidable and not subject to challenge, dispute, avoidance, impairment or subordination (other than as set forth in this Interim Order), at the time and as of the date of entry of this Interim Order. The Oaktree Parties are hereby authorized, but not required, to file or record, in any 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 Oaktree Adequate Protection Liens. Upon the request of the Oaktree Agent, the Debtors, without any further consent of any party, are authorized to take, execute and deliver such instruments to enable the Oaktree Agent to validate, perfect, preserve and enforce the Oaktree Adequate Protection Liens consistent with the terms of this 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, mortgages, deeds of trust, notices of lien or similar instruments, and all filing offices are hereby authorized to accept such certified copy of this Interim Order for filing and recording.
Adequate Protection Liens. Solely to the extent of, and in an aggregate amount equal to, any diminution in value of any Prepetition Facility Secured Party’s interests in its respective Prepetition Collateral, including on a dollar-for-dollar basis in respect of any Cash Collateral, from and after the Petition Date, arising from the imposition and enforcement of the automatic stay and the Debtors’ use, sale or lease of such Prepetition Collateral, including any Cash Collateral (any such diminution, a “Diminution in Value”), and in each case subject and subordinate to the Carve-Out, each Prepetition Facility Secured Party (or the applicable Prepetition Facility Agent on its behalf) is hereby granted the following security interests and liens (collectively, the “Adequate Protection Liens”):
Adequate Protection Liens. As security for the Adequate Protection Obligations, effective as of the Petition Date, the following security interests and liens are hereby granted to the Collateral Trustees for its own benefit and the benefit of the other Senior Secured Parties (all property identified in clauses (i) through (iv) below being collectively referred to as the “Collateral”), subject only to the Carve-Out, the Bus Terminal Lien and the Permitted Liens (all such liens and security interests, the “Adequate Protection Liens”):
Adequate Protection Liens. To the extent set forth below and subject to the Carve Out, the Debtors grant the First Lien Secured Parties first ranking valid, binding, enforceable, and perfected security interests in and liens upon (the “Adequate Protection Liens”) all property, whether now owned or hereafter acquired or existing and wherever located, of each Debtor and each Debtor’s “estate” (as created pursuant to section 541(a) of the Bankruptcy Code), property of any kind or nature whatsoever, real or personal, tangible or intangible, and now existing or hereafter acquired or created, including, without limitation, all cash, accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights, and licenses therefor, accounts receivable, receivables and receivables records, general intangibles, payment intangibles, tax or other refunds, insurance proceeds, letters of credit, contracts, owned real estate, real property leaseholds, vessels, charter-hire receipts, earnings, insurance policies and proceeds, fixtures, deposit accounts, commercial tort claims, securities accounts, instruments, investment property, letter-of-credit rights, supporting obligations, machinery and equipment, real property, leases (and proceeds from the disposition thereof), all of the issued and outstanding capital stock of each Debtor, other equity or ownership interests, including equity interests in subsidiaries and non-wholly-owned subsidiaries, money, investment property, choses in action, Cash Collateral, documents, vehicles, intellectual property, securities, partnership or membership interests in limited liability companies and capital stock, and the proceeds of causes of action (including, subject to and upon entry of the Final Order, proceeds of causes of action arising under sections 502(d), 544, 545, 547, 548, 550, 551, or 553 of the Bankruptcy Code (collectively, subject to the stated exclusions, the “Avoidance Actions”)), and all cash and non‑cash proceeds, rents, products, substitutions, accessions, and profits of any of the collateral described above, including, without limitation, the products, proceeds, and supporting obligations thereof, whether in existence on the Petition Date or thereafter created, acquired, or arising and wherever located (all such property, collectively with the Prepetition Collateral, the “Collateral”) without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements, or oth...
Adequate Protection Liens. The Adequate Protection Parties shall be granted, for the reasons set forth above in this paragraph 10, effective and perfected as of the Interim Order Entry Date and without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements or other agreements, a security interest in and lien on all Collateral of the Obligors (together, the “Adequate Protection Liens”), subject and subordinate only to (x) the Carve-Out, (y) the DIP Liens, and (z) the Senior Liens. Except with respect to the Carve-Out, the DIP Liens, and any valid and non-avoidable liens as of the Filing Date that were permitted pursuant to the terms of the Prepetition 2012 Credit Agreement and which were senior to the liens granted in connection with the Prepetition 2012 Credit Documents and that were either perfected as of the Filing Date or subsequently perfected pursuant to section 546(b) of the Bankruptcy Code, Adequate Protection Liens shall not, at any time, be (i) made subject or subordinated to, or made pari passu with any other lien, security interest or claim existing as of the Filing Date, or created under sections 363 or 364(d) of the Bankruptcy Code or otherwise or (ii) made subject to any lien or security interest that is avoided and preserved for the benefit of the Obligors’ estates under section 551 of the Bankruptcy Code, but in each case, shall be subject to the Prepetition Intercreditor Agreements.
Adequate Protection Liens. (e) Liens securing the payment of any Debt arising under the Existing First Lien Credit Agreement or the Existing Second Lien Credit Agreement;
Adequate Protection Liens. As adequate protection for any diminution in the value of the Pre-Petition Collateral, effective upon the date of this Order and without the necessity of the execution by the Debtors of mortgages, security agreements or otherwise, the following security interests and liens are hereby granted to the Pre-Petition Secured Lenders (all property identified below in this paragraph (1) being collectively referred to as the "COLLATERAL," and such security interests and liens being collectively referred to as the "LIENS"), subject only to (a) valid and perfected non-voidable liens in existence on the Petition Date and (b) 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, (c) liens, if any, granted pursuant to a Qualifying DIP Order (as defined in the Pre-Petition Credit Agreement) entered by this Court prior to the Termination Date, and (d) applicable provisions of the Carve-Out:
Adequate Protection Liens. The Pre-Petition Agent and the Pre-Petition Secured Lenders are hereby granted (effective upon the date of this Order and without the necessity of the execution by the Debtors of mortgages, security agreements, pledge agreements, financing statements or other agreements) a perfected first priority senior security interest in and lien upon all the Collateral, subject and subordinate only to (a) the security interests and liens granted to the Agents for the benefit of the DIP Lenders in this Order and pursuant to the Documents and any liens on the Collateral to which such liens so granted to the Agents are junior, (b) the applicable provisions of the Carve-Out, (c) any compensation (exclusive of professional fees and expenses) directly payable to any trustee appointed in these chapter 11 cases, (d) valid and perfected non-voidable liens in existence on the Petition Date and (e) 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, provided, however, that in the event the Restructuring is consummated, the Pre-Petition Secured Lenders shall not be entitled to any cash payment with respect to such liens.
