DIP Liens. Subject to the Carve Out, the Obligations shall be secured by valid, binding, continuing enforceable, fully-perfected, non-avoidable, automatically and properly perfected Liens on, and security interests in (such liens and security interests, the “DIP Liens”), all present and after acquired property (whether tangible, intangible, real, personal or mixed) of the DIP Debtors wherever located, including, without limitation, all accounts, as-extracted collateral, deposit accounts, cash and cash equivalents, inventory, equipment, capital stock in subsidiaries of the DIP Debtors, and the proceeds thereof, investment property, instruments, chattel paper, real estate, leasehold rights and leasehold interests, contracts, patents, copyrights, trademarks and other general intangibles, and all products and proceeds thereof, including proceeds from any directors/officers’ insurance policies, and including (i) to the maximum extent permitted by law, all rights incident or appurtenant to the FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses, (ii) the C-Band Payments and (iii) the Avoidance Proceeds (all such property, the “DIP Collateral”) as follows:
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. Effective immediately upon the entry of this Interim Order, and subject to the Carve-Out, as set forth more fully in this Interim Order, the DIP Agent for the ratable benefit of the DIP Secured Parties is hereby granted the following security interests and liens, which shall immediately be valid, binding, perfected, continuing, enforceable and non-avoidable (all liens and security interests granted to the DIP Agent for the benefit of the DIP Secured Parties pursuant to this Interim Order, any Final Order and the other DIP Loan Documents, the “DIP Liens”):
DIP Liens. (a) As security for the Senior DIP Obligations, immediately upon entry of this Interim Order, and effective as of the Petition Date, the Senior DIP Agent, for the benefit of itself and each of the other Senior DIP Secured Parties, is hereby granted continuing, valid, binding, enforceable, non-avoidable and automatically and properly perfected security interests in and liens (collectively, the “Senior DIP Liens”) on all DIP Collateral as collateral security for the prompt and complete performance and payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Senior DIP Obligations. Subject in all respects to the priorities and relative rights set forth herein, as security for the Junior DIP Obligations, immediately upon entry of this Interim Order, and effective as of the Petition Date, the Junior DIP Agent, for the benefit of itself and each of the other Junior DIP Secured Parties, is hereby granted continuing, valid, binding, enforceable, non-avoidable and automatically and properly perfected security interests in and liens (collectively, the “Junior DIP Liens”, together with the Senior DIP Liens, the “DIP Liens”) on all DIP Collateral as collateral security for the prompt and complete performance and payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Junior DIP Obligations.
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, or filing by the Debtors of mortgages, deeds of trust, security agreements, control agreements, pledge agreements, financing statements, notation of certificates of title for titled goods, or other similar documents, or the possession or control by the DIP Agent of, or over, any assets, security interests and liens are hereby granted to the DIP Agent for the benefit of the DIP Secured Parties on all prepetition and postpetition property of the Debtors, including the Principal DIP Collateral Properties (as defined below), the Principal DIP Pledged Equity,6 any and all cash of the Debtors and any investment of such cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts, properties, plants, fixtures, machinery, equipment, general intangibles, documents, instruments, securities, chattel paper, interests in leaseholds, real properties, deposit accounts, patents, copyrights, trademarks, trade names, rights under license agreements and other intellectual property, capital stock of subsidiaries, wherever located, and the proceeds, products, rents and profits of the foregoing, whether arising under section 552(b) of the Bankruptcy Code or otherwise, whether existing on the Petition Date or thereafter acquired, other than: (u) the Borrower’s equity interests in the seven O’Xxxxxx Joint Ventures listed on Schedule E hereto, (v) the outparcels listed on Schedule F hereto, (w) the Prepetition Collateral, (x) the Excluded Assets (as defined in the DIP Credit Agreement), (y) the Debtors’ cash and cash equivalents as of the Petition Date that are not held by or under the control of the Principal DIP Grantors78 and (z) Avoidance Actions (but including, subject to entry of the Final Order, Avoidance Proceeds) (such property collectively, the “DIP Collateral”), subject only to the payment of the Carve Out (all such liens and security interests granted to the DIP Agent, for the benefit of the DIP Secured Parties, pursuant to this Interim Order and the DIP Documents, the “DIP Liens”), as follows:
DIP Liens. After the entry of the Interim DIP Order and pursuant to and to the extent provided in the DIP Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject to the Liens and priorities of other claims provided by the DIP Order
DIP Liens. The Interim Order and the Collateral Documents shall be effective to create the DIP Liens on the Collateral in favor of the Collateral Agent for its benefit and the ratable benefit of each Lender.
DIP Liens. No Credit Party shall permit the DIP Liens to be, under any circumstance, (i) subject or subordinate to (x) any Lien or security interest that is avoided and preserved for the benefit of the Borrowers and their estates under section 551 of the Bankruptcy Code or (y) unless otherwise provided for in the Credit Documents, any Liens arising after the Petition Date or (ii) subordinated to or made pari passu with any other Lien or security interest under sections 363 or 364 of the Bankruptcy Code or otherwise.
DIP Liens. The DIP Obligations shall be secured by valid, binding, enforceable, non-avoidable and automatically perfected postpetition first priority liens (the “DIP Liens”) on the Collateral as defined in the Security Agreement, pursuant to sections 364(c) and 364(d) of the Bankruptcy Code, which liens shall be senior to all other liens now existing or arising in the future, but subject to the Permitted Liens listed on Schedule 3 of the Security Agreement, and shared with LC Fund to the extent provided in the Settlement Order; provided, however, the lien in favor of LC Fund pursuant to the Settlement Order shall (a) be limited to the extent provided in the Settlement Agreement (as defined in the Settlement Order) until all obligations to the Lender under the DIP Credit Facility have been fully satisfied, (b) be subordinate to the DIP Liens granted to the Lender in this Final Order until the gross proceeds from the sale of the Debtors’ assets are equal to $5 million, and (c) after the aggregate gross proceeds of sale exceed $5 million, be pari passu with the DIP Liens in the ratio of 2.5% for LC Fund and 97.5% for the Lender (or 3.5% and 96.5%, respectively, after aggregate gross sale proceeds exceed $10 million) until full payment of the Lender under the DIP Credit Facility, and, thereafter, (iv) be an unsubordinate senior lien. In no event shall (a) any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code, and (b) any person or entity who pays (or through the extension of credit to any Debtor, causes to be paid) any of the DIP Obligations be subrogated, in whole or in part, to any rights, remedies, claims, privileges, liens, or security interests granted in favor of, or conferred upon the Lender by the terms of the DIP Loan Documents or this Final Order, until such time as all of the DIP Obligations shall be indefeasibly paid in full in cash in accordance with the DIP Loan Documents. For avoidance of doubt, the DIP Liens shall not extend to the right to control avoidance actions under Chapter 5 of the Bankruptcy Code or actions of the estate that arose prepetition against third parties.
DIP Liens. Subject only to the Carve-Out, the DIP Obligations shall be secured by valid, binding, continuing, enforceable, fully-perfected, non-avoidable, automatically and properly perfected Liens on, and security interests in (such Liens and security interests, the “DIP Liens”) to the extent required by the Final DIP Order and the DIP Loan Documents, the DIP Collateral in the following order of priority:
