Common use of Superpriority Claims and Collateral Security Clause in Contracts

Superpriority Claims and Collateral Security. (a) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this paragraph, upon the entry of the applicable Order, the Obligations of any Loan Party under the Loan Documents: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out), over the other administrative claims of any entity, including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 Cases; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security Agreements, shall at all times be secured by, and each Loan Party hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) Lien on all existing and after acquired real and personal property and other assets of the Borrowers, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or to the Loan Parties and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security Agreements), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and Liens referred to in Section 8.01(a) shall be subject to the Carve Out, but shall otherwise be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt and all other Liens on the assets and properties of the Borrowers other than Liens permitted under this Agreement, entitled to priority under applicable nonbankruptcy law.

Superpriority Claims and Collateral Security. (a) The Borrowers jointly Subject to the Interim Order or the Final Order, whichever is then in effect, the Borrower hereby represents, warrants and severally warrant and covenant covenants that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the applicable Interim Order, and all of the Obligations upon the entry of any Loan Party under the Loan DocumentsFinal Order: (ia) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Section Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out)Code, over the other administrative any claims of any entity, including, without limitation limitation, any claims under Sections 105503, 326, 328, 330, 331, 365, 503(a506(c), 503(b)507, 507(a)1113, 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 Cases;and (iib) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), ) and 364(d(3) of the Bankruptcy Code and the Security AgreementsDocuments, shall at all times be secured byby a first priority perfected Lien in all of the assets, whether now owned or hereafter acquired of the Borrower and each Loan Party hereby grants its estates, pursuant to the Collateral Agent, for the benefit terms of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority (Security Documents. Such Superpriority Claim shall not include Avoidance Actions but shall be subject to the Carve Out Out. Such Lien shall not extend to Avoidance Actions and Liens permitted shall be subject to the Carve Out, but otherwise such Lien shall be equal or superior senior in priority pursuant to this Agreement) Lien on all existing and after acquired real and personal property and other assets of Liens. The Liens securing the Borrowers, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or to the Loan Parties and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security Agreements), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will Obligations shall not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and Liens referred to in Section 8.01(a) shall be subject to the Carve Out, but shall otherwise be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt and all other Liens on the assets and properties of the Borrowers other than Liens permitted under this Agreement, entitled to priority under applicable nonbankruptcy law.

Superpriority Claims and Collateral Security. (a) The Borrowers jointly Secured Obligations shall be secured, inter alia, by the Collateral described in the Security Instruments and severally warrant the Financing Orders. (b) The Borrower hereby represents, warrants and covenant covenants that, except as otherwise expressly provided in this paragraph, upon pursuant to the Interim Financing Order (with respect to the period prior to entry of the applicable Final Financing Order, ) and upon entry of the Obligations Final Financing Order with respect to the period after entry of any Loan Party under the Loan Documents:Final Financing Order): (i) the Secured Obligations shall at all times constitute a an allowed Superpriority Claim in the Chapter 11 Case against each of the Borrowers having priority, Debtors on a joint and several basis in each Bankruptcy Case pursuant to Section Sections 364(c)(1) and 507(b507(a) of the Bankruptcy Code (subject subordinate only to the Carve Out)Out Amount and shall (A) otherwise have priority over any and all administrative expense claims and unsecured claims against the Debtors or their estates, over the other administrative claims at any time existing or arising, of any entitykind or nature whatsoever, including, without limitation any claims under limitation, administrative expenses of the kinds specified in or ordered pursuant to Bankruptcy Code Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law)726, 1113 and 1114 of the Bankruptcy Code1114, and any other provision of the Bankruptcy Code (includingCode, subject to entry as provided under Section 364(c)(1) of the Final Order, Section 506(c)), Bankruptcy Code and (B) shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ Debtors and their estates, and any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 Casesestate representative; (ii) (A) pursuant to Sections 361, 362, Section 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and Code, the Security Agreements, Secured Obligations shall at all times be secured by, and each Loan Party hereby grants to by the Liens on all Collateral Agent, for the benefit representing Property of the Secured Parties, Debtors and their estates that is not subject to a continuing, valid, binding, enforceable, perfected (or subsequently perfected as permitted by Section 546(b) of the Bankruptcy Code) and non-avoidable Lien as of the Petition Date and automatically properly perfected post-petition security interest such Liens shall be senior in priority and first priority (superior to any Lien on Collateral representing Property of the Debtors and their estates, subject only to the Carve Out Amount and any Permitted Senior Liens; (B) the Pre-Petition Indebtedness shall be secured by Liens permitted to on all Collateral representing Property of the Debtors and shall be equal or superior senior in priority and superior to any Lien on the Collateral, subject only to (x) the Liens with respect to Property of the Debtors and their estates to the extent set forth in the Financing Orders; (y) the Carve Out Amount with respect to Property of the Debtors and their estates to the extent set forth in the Financing Orders; and (z) with respect to any Collateral constituting Pre-Petition Collateral, the Permitted Senior Liens; and (iv) with respect to any Collateral representing Property of the Debtors and their estates and not constituting Pre-Petition Collateral, any Senior Statutory Liens; (iii) pursuant to this AgreementSection 364(c)(3) Lien on all existing and after acquired real and personal property and other assets of the BorrowersBankruptcy Code, tangible and intangible, whether now owned the Liens securing the Secured Obligations shall be secured by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or a perfected junior lien on Collateral that is subject only to the Loan Parties and regardless of where located, including without limitation, (A) the Carve Out Amount, (B) the Permitted Senior Liens and (C) the Senior Statutory Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, the Liens securing the Secured Obligations shall be secured by a perfected first priority, senior priming lien on all DIP Collateral (as defined in the Security Agreements)Interim Financing Order) that also constitutes Pre-Petition Collateral, subject only to the (A) Carve Out Amount, (B) all avoidance power claims the Permitted Senior Liens and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject the Senior Statutory Liens. For the avoidance of doubt, the foregoing senior priming liens shall prime any Lien on Collateral that secures the Prepetition Indebtedness (collectively, the “Primed Liens”), which senior priming liens securing the Indebtedness shall also prime any liens granted after the Petition Date to entry provide adequate protection in respect of any of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement)Primed Liens. (c) Such Superpriority Claim and Liens referred to in Section 8.01(a13.01(b)(i) shall be subject to the Carve OutOut Amount. Such Lien referred to in Section 13.01(b)(ii)(A) shall be subject to the Carve Out Amount, but otherwise shall otherwise be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt Pre-Petition Indebtedness and all other Liens. (d) The Liens on securing the assets Obligations shall not be junior to, or pari passu with, any Lien avoided and properties preserved for the benefit of the Borrowers other than Liens permitted under this Agreement, entitled Debtors and their estates pursuant to priority under applicable nonbankruptcy lawSection 551 of the Bankruptcy Code.

Superpriority Claims and Collateral Security. (a) The Borrowers jointly Borrower hereby represents, warrants and severally warrant and covenant covenants that, except as otherwise expressly provided in this paragraph, upon pursuant to the Interim Order (with respect to the period prior to entry of the applicable Final Order, ) and upon entry of the Obligations Final Order with respect to the period after entry of any Loan Party under the Loan Documents:Final Order): (i) the Indebtedness shall at all times constitute a an allowed Superpriority Claim in the Chapter 11 Bankruptcy Case of the Borrowers having priority, pursuant to Section Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject subordinate only to the Carve Out)Out and shall (A) otherwise have priority over any and all administrative expense claims and unsecured claims against the Borrower or its estate, over the other administrative claims at any time existing or arising, of any entitykind or nature whatsoever, including, without limitation any claims under limitation, administrative expenses of the kinds specified in or ordered pursuant to Bankruptcy Code Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b) (except as set forth in the Interim Order), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code1114, and any other provision of the Bankruptcy Code (includingCode, subject to entry as provided under Section 364(c)(1) of the Final Order, Section 506(c)), Bankruptcy Code and (B) shall at all times be senior to the rights of the Loan PartiesBorrower and its estate, the Loan Parties’ estates, and any successor trustee or other estate representative to the extent permitted by law, or any other creditor in the Chapter 11 Cases; (ii) pursuant to Sections 361, 362, Section 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and Liens securing the Security Agreements, Indebtedness shall at all times be secured by, and each Loan Party hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority (subject to the Carve Out and Liens permitted to be equal or superior senior in priority pursuant and superior to this Agreement) any Lien on all existing and after acquired real and personal property and other assets of the BorrowersCollateral, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or subject only to the Loan Parties and regardless of where located, including without limitation, (A) the Carve Out; (B) with respect to any Collateral constituting Prepetition Collateral (as defined in the Security AgreementsInterim Order), (B) all avoidance power claims the Permitted Prior Liens; and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject with respect to entry of the Final Orderany Collateral not constituting Prepetition Collateral, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, Senior Statutory Liens; (Diii) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c364(c)(3) of the Bankruptcy Code, and the Liens securing the Indebtedness shall be secured by a perfected junior lien on Collateral that is subject only to Senior Statutory Liens; and (Eiv) any unencumbered assets pursuant to Section 364(d)(1) of the Loan PartiesBankruptcy Code, the Liens securing the Indebtedness shall be secured by a perfected first priority, senior priming lien on Collateral that secures the Prepetition Obligations (except to the extent refinanced by the Refinancing Loans as provided for herein) and the collateral securing the Second Lien Notes (collectively, the “Primed Liens”), which senior priming liens securing the Indebtedness shall also prime any liens granted after the Petition Date to provide adequate protection in respect of any of the Primed Liens. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided Such Superpriority Claim referred to in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents 13.01(a)(i) shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Out. Such Superpriority Claim and Liens Lien referred to in Section 8.01(a13.01(a) shall be subject to the Carve Out, but otherwise shall otherwise be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt Obligations and all other Liens on the assets and properties of the Borrowers other than Permitted Prior Liens permitted under this Agreement, and Senior Statutory Liens entitled to priority under applicable nonbankruptcy lawlaw (to which the Lien shall be immediately junior in priority under section 364(c)(3) of the Bankruptcy Code). (c) The security interests securing the Indebtedness shall not be subject to preservation of any lien under Section 551 of the Bankruptcy Code.

Superpriority Claims and Collateral Security. (a) The Borrowers Borrower and any Loan Party, as applicable, jointly and severally warrant and covenant that, except as otherwise expressly provided in this paragraph, upon the entry of the applicable Order, the Obligations of any Loan Party under the Loan Documents: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve OutCarve-Out and except with respect to proceeds from any and all avoidance power claims under sections 544, 545, 547 through 551, and 553(b) of the Bankruptcy Code), over the other administrative claims of any entity, including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 CasesCase; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security AgreementsInstruments, shall at all times be secured by, and each Loan Party Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, DIP Lender a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority priming (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this AgreementCarve-Out) Lien on all of the Borrower’s existing and after acquired real and personal property and other assets of the Borrowersthat constitute Collateral hereunder, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan PartiesBorrower, whether owned or consigned by or to, or leased from or to the Loan Parties Borrower and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security Agreements), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and priming Liens referred to in Section 8.01(a) 9.1 shall be subject to the Carve Carve-Out, but shall otherwise be senior in priority to (i) all claims against any Loan Party in the adequate protection Liens securing the Prepetition Lender Debt Chapter 11 Case; and (ii) all other Liens on the assets and properties of the Borrowers other than Liens permitted under this Agreement, entitled to priority under applicable nonbankruptcy lawBorrower.

Superpriority Claims and Collateral Security. (a) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this paragraph, upon the entry of the applicable Order, the Obligations of any Loan Party under the Loan Documents: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out), over the other administrative claims of any entity, including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 Cases; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security Agreements, shall at all times be secured by, and each Loan Each Credit Party hereby grants to the Collateral Agentrepresents, for the benefit of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable warrants and automatically properly perfected post-petition security interest and first priority (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) Lien on all existing and after acquired real and personal property and other assets of the Borrowers, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or to the Loan Parties and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security Agreements), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant covenants that, except as otherwise expressly provided in this Section 8.019.3, upon the entry of the Recognition OrderInterim Order with respect to the Term Loans made pursuant to such Order and thereafter, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security Final Order: (a) subject to the Carve Out and Liens permitted to be equal or superior in priority the Other Prepetition Liens, the Obligations shall be: (i) secured pursuant to this AgreementSection 364(d)(1) of the Bankruptcy Code by first priority security interests in and liens on (A) all of the assets of the Debtors, including, without limitation, all goods (including without limitation, equipment and inventory). , deposit accounts, investment property, accounts, chattel paper, instruments, documents, letter-of-credit rights, commercial tort claims, insurance claims, supporting obligations and liens, real estate interests and general intangibles of the Debtors of any nature, whether now owned or hereafter acquired and (cB) Such Superpriority Claim and Liens referred to any assets of the Debtors in Section 8.01(a) shall be subject to which the Carve OutPrepetition Lenders were not granted a security interest or lien under the terms of the Prepetition Loan Documents, but shall otherwise be senior in priority to all other security interests and liens (the “First Priority Liens”); and (ii) entitled to Superpriority Claim status pursuant to Section 364(c)(1) of the Bankruptcy Code senior to any Superpriority Claim granted as adequate protection Liens securing in respect to the claims of the Prepetition Lender Debt Lenders and all any other Liens on the assets claims of any entity, including, without limitation, any claims under Sections 503, 507, 1113 and properties 1114 of the Borrowers other than Bankruptcy Code; and (b) the First Priority Liens permitted under this Agreement, entitled are not subject to priority under applicable nonbankruptcy lawany transfers or liens preserved for the benefit of the estate pursuant to Section 551 of the Bankruptcy Code.

Superpriority Claims and Collateral Security. (a) The Borrowers jointly Borrower warrants and severally warrant and covenant covenants that, except as otherwise expressly provided in this paragraph, upon the entry of the applicable Order, the Obligations of any Loan Party the Borrower under the Loan Credit Documents: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Bankruptcy Case of the Borrowers Borrower having priority, pursuant to Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve OutOut and Liens permitted to be equal or superior in priority pursuant to this Agreement), over the other administrative claims of any entity, including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan PartiesBorrower, the Loan Parties’ Borrower’s estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 CasesBankruptcy Case; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security AgreementsAgreement, shall at all times be secured by, and each Loan Party the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) Lien on all existing and after acquired real and personal property and other assets of the BorrowersBorrower, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan PartiesBorrower, whether owned or consigned by or to, or leased from or to the Loan Parties Borrower and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security AgreementsAgreement), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan PartiesBorrower. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and Liens referred to in Section 8.01(a13.01(a) shall be subject to the Carve Out, but shall otherwise be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt Bonds and all other Liens on the assets and properties of the Borrowers Borrower other than Liens permitted under this Agreement, Agreement and entitled to priority under applicable nonbankruptcy law.

Superpriority Claims and Collateral Security. (a) The Borrowers jointly and severally hereby represent, warrant and covenant on a joint and several basis that, except as otherwise expressly provided in this paragraph, all of the Obligations, upon the entry of the applicable Order, the Obligations of any Loan Party under the Loan DocumentsFinal Order Amendment: (ia) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Section Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out)Code, over the other administrative Superpriority Claims granted as adequate protection in respect of the Prepetition Lenders and any other claims of any entity, including, without limitation limitation, any claims under Sections 105503, 326, 328, 330, 331, 365, 503(a506(c), 503(b)507, 507(a)1113, 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 Cases;and (iib) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), ) and (3) and 364(d) of the Bankruptcy Code and the Security AgreementsDocuments, shall at all times be secured by, and each Loan Party hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) Lien on all existing and after acquired real and personal property and other assets of the Borrowers, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or to the Loan Parties and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security Agreements), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over first priority perfected Lien in all of the present and future assets assets, whether now owned or hereafter acquired of the Parent with priority over all existing liens Borrowers and security (their estates, pursuant to the terms of the Security Documents. Such Superpriority Claim shall not include Avoidance Actions but shall be subject to the Carve Out Out. Such Lien shall not extend to Avoidance Actions and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and Liens referred to in Section 8.01(a) shall be subject to the Carve Out, but otherwise such Lien shall otherwise be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt and all other Liens on other than Permitted Prior Liens. The Liens securing the assets and properties Obligations shall not be subject to Section 551 of the Borrowers other than Liens permitted under this AgreementBankruptcy Code, entitled unless the transfer avoided was to priority under applicable nonbankruptcy lawor for the benefit of the Prepetition Agents and the Prepetition Lenders.

Superpriority Claims and Collateral Security. (ai) The Borrowers jointly Each of the Credit Parties hereby represents, warrants and severally warrant and covenant covenants that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the applicable Final Order, the Obligations of any Loan Party under the Loan Documents: (i1) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers Credit Parties having priority, pursuant to Section Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out), over the other administrative Superpriority Claim granted as adequate protection in respect of the Prepetition Lenders and any other claims of any entity, including, including without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), ) 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Credit Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 CasesCase; (ii2) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), ) and 364(d) of the Bankruptcy Code and the Security AgreementsDocuments, shall at all times be secured by, and each Loan Credit Party hereby grants to Administrative Agent for the benefit of itself and the other Secured Parties, (A) a first priority perfected Lien (subject to Permitted Prior Liens and the Carve Out) on (1) all presently owned and hereafter acquired assets of the Credit Parties and their estates wherever located, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, cash, as-extracted collateral, chattel paper, investment property, letter-of-credit rights, securities accounts, commercial tort claims, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of the foregoing (including insurance proceeds), provided, however, excluding the Excluded Collateral, (2) proceeds of any avoidance actions brought pursuant to Section 549 of the Bankruptcy Code to recover any post-petition transfer of collateral, (3) any rights under Section 506(c) of the Bankruptcy Code and the proceeds thereof, (4) any unencumbered assets of the Credit Parties other than the Excluded Collateral Agentand any of the foregoing which constitutes “Post-Petition L/C Collateral” as such term is defined in the L/C Order, and (5) a pledge, for the benefit of the Secured PartiesParties and the Administrative Agent, of one hundred percent (100%) of the Capital Stock or other equity interests of the Domestic Subsidiaries, (6) a continuingpledge, validfor the benefit of the Secured Parties and the Administrative Agent, bindingof sixty-five percent (65%) of the Capital Stock or other equity interests of the Foreign Subsidiaries that are not Excluded Foreign Subsidiaries, enforceableand (B) a Lien on all assets of the Credit Parties securing other Indebtedness (other than the Indebtedness described in Section 6.1(i) of this Agreement), non-avoidable junior only to Permitted Prior Liens and automatically properly perfected post-petition security interest and first priority the Carve Out. (ii) Such Superpriority Claim referred to in Section 7.1(a)(i) shall not include Avoidance Actions but shall be subject to the Carve Out Out. Such Lien shall not extend to Avoidance Actions except proceeds thereof as set forth in Section 7.1(a)(2)(A)(2) and Liens permitted to be equal or superior in priority pursuant to this Agreement) Lien on all existing and after acquired real and personal property and other assets of the Borrowers, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or to the Loan Parties and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security Agreements3), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and Liens referred to in Section 8.01(a) shall be subject to the Carve Out, but otherwise shall otherwise be senior in priority to the adequate protection Liens securing the obligations in favor of the Prepetition Term Lender Debt under the Prepetition Term Loan Agreement and all other Liens on the assets and properties of the Borrowers other than Liens permitted under this AgreementPermitted Liens, entitled to priority under applicable nonbankruptcy law. (iii) All amounts expended for Priority Professional Expenses from and after the occurrence of an Event of Default shall reduce the Professional Expense Cap dollar for dollar. The security interests securing the Obligations shall not be subject to Section 551 of the Bankruptcy Code (other than a security interest or lien securing the Prepetition Lender Debt).

Superpriority Claims and Collateral Security. (a) The Each of the Borrowers jointly hereby represents, warrants and severally warrant and covenant covenants that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the applicable Interim Order or the Final Order, the Obligations of any Loan Party under the Loan Documentswhichever first occurs: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Section Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out), over the other administrative Superpriority Claim granted as adequate protection in respect of the Prepetition Lenders and any other claims of any entity, including, including without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), ) 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ estatesBorrowers, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 CasesCase; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), ) and 364(d) of the Bankruptcy Code and the Security AgreementsDocuments, shall at all times be secured by, and each Loan Party hereby grants to the Collateral Agent, for the benefit of the Secured Parties, by (A) a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) perfected Lien on (1) all existing presently owned and after hereafter acquired real and personal property and other assets of the BorrowersBorrowers and their estates, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or to the Loan Parties any proceeds and regardless of where locatedproducts thereof, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of the foregoing (A) the Collateral (as defined in the Security Agreementsincluding insurance proceeds), (B2) all proceeds of any avoidance power claims and actions arising of the Borrower under Section 549 of the Bankruptcy Code relating Code, pursuant to postpetition transfers the terms of Collateral the Security Documents and any proceeds thereofthe Orders, (C3) subject to entry proceeds of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereofCode, (D4) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to any rights under Section 506(c) of the Bankruptcy CodeCode and the proceeds thereof, and (E5) any unencumbered assets of the Loan PartiesBorrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account no. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted Liens. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided Such Superpriority Claim referred to in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents §6.1(a) shall at all times not include Avoidance Actions but shall be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out Out. Such Lien shall not extend to Avoidance Actions and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and Liens referred to in Section 8.01(a) shall be subject to the Carve Out, but otherwise shall otherwise be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt and all other Liens on the assets and properties of the Borrowers other than Liens permitted under this AgreementPermitted Prior Liens, entitled to priority under applicable nonbankruptcy law. (c) Each of the Borrowers hereby represents, warrants and covenants that it will cause the Guarantors to grant security interest in all of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition Lenders.

Superpriority Claims and Collateral Security. (a) The Borrowers Borrower and any Loan Party, as applicable, jointly and severally warrant and covenant that, except as otherwise expressly provided in this paragraph, upon the entry of the applicable Order, the Obligations of any Loan Party under the Loan Documents: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Carve-Out), over the other administrative claims of any entity, including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the Loan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 CasesCase; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security AgreementsInstruments, shall at all times be secured by, and each Loan Party Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, DIP Lender a continuing, valid, binding, enforceable, non-non- avoidable and automatically properly perfected post-petition security interest and first priority priming (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this AgreementCarve-Out) Lien on all of the Borrower’s existing and after acquired real and personal property and other assets of the Borrowersthat constitute Collateral hereunder, tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan PartiesBorrower, whether owned or consigned by or to, or leased from or to the Loan Parties Borrower and regardless of where located, including without limitation, (A) the Collateral (as defined in the Security Agreements), (B) all avoidance power claims and actions arising under Section 549 of the Bankruptcy Code relating to postpetition transfers of Collateral and any proceeds thereof, (C) subject to entry of the Final Order, all avoidance power claims and actions under Chapter 5 of the Bankruptcy Code and any proceeds thereof, (D) subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code, and (E) any unencumbered assets of the Loan Parties. (b) The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Superpriority Claim and priming Liens referred to in Section 8.01(a) 9.1 shall be subject to the Carve Carve-Out, but shall otherwise be senior in priority to (i) all claims against any Loan Party in the adequate protection Liens securing the Prepetition Lender Debt Chapter 11 Case; and (ii) all other Liens on the assets and properties of the Borrowers other than Liens permitted under this Agreement, entitled to priority under applicable nonbankruptcy lawBorrower.