Common use of Adequate Protection Liens Clause in Contracts

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”): (i) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens all of the Debtors’ rights in tangible and intangible assets, including, without limitation, (x) the Prepetition Collateral and (y) all other prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (1) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (2) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code (collectively, the “Unencumbered receivable, other rights to payment, inventory, general intangibles, contracts, servicing rights, servicing receivables, securities, chattel paper, owned real estate, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, claims and causes of action, and the proceeds of all of the foregoing, provided that the Unencumbered Property shall not include causes of action under sections 544, 545, 547, 548 or 550 of the Bankruptcy Code (collectively, the “Avoidance Actions”) or proceeds thereof, but upon the entry of a Final Order, the Unencumbered Property shall include, and the Adequate Protection Liens shall attach to, any proceeds or property recovered in respect of any Avoidance Action; (ii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired (other than the property described in clause (i) or (iii) of this paragraph 5), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or (y) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code, which valid, perfected and unavoidable liens are senior in priority to the security interests and liens in favor of the Collateral Trustees; (iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime (x) any valid, perfected and unavoidable liens and security interests in existence immediately prior to the Petition Date that are held by or granted to any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to any person other than the Collateral Trustees; and

Adequate Protection Liens. As 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, effective as of together with 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 Contingent Adequate Protection Liens (all such liens and security interestsas defined in the Existing DIP Order), the “Adequate Protection Liens”): (i) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens all of the Debtors’ rights in tangible and intangible assets, including, without limitation, (x) the Prepetition Collateral and (y) all other prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (1) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (2) valid 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 unavoidable liens 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 existence immediately full force and effect prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) occurrence of the Bankruptcy Code (collectively, Effective Date and shall not be modified hereby until the “Unencumbered receivable, other rights to payment, inventory, general intangibles, contracts, servicing rights, servicing receivables, securities, chattel paper, owned real estate, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, claims and causes of action, and the proceeds of all occurrence of the foregoing, provided that Effective Date. First Lien Secured Lenders or the Unencumbered Property Issuing Banks (as defined in the Existing DIP Order) shall not include causes of action under sections 544, 545, 547, 548 or 550 of the Bankruptcy Code be due pursuant to subparagraph (collectively, the “Avoidance Actions”) or proceeds thereof, but upon the entry of a Final Order, the Unencumbered Property shall include, and the Adequate Protection Liens shall attach to, any proceeds or property recovered in respect of any Avoidance Action; (ii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired (other than the property described in clause (i) or (iii) of this paragraph 5c), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or (y) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code, which valid, perfected and unavoidable liens are senior in priority to the security interests and liens in favor of the Collateral Trustees; (iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime (x) any valid, perfected and unavoidable liens and security interests in existence immediately prior to the Petition Date that are held by or granted to any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to any person other than the Collateral Trustees; and.

Adequate Protection Liens. As The Prepetition Agent (for itself and for the benefit of the Prepetition Secured Lenders) is hereby granted (effective and perfected upon the date of this Interim Order and without the necessity of the execution by the Debtor of mortgages, security for 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 (such liens securing 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”): ), subject and subordinate only to (i) valid, binding, continuing, enforceable, nonthe DIP Liens and any liens on the Collateral to which such DIP Liens are junior and (ii) the Carve-avoidable Out and fully-perfected, first-priority post-petition security interests in and liens (2) (A) until such time as all of the Debtors’ DIP Obligations are indefeasibly paid in full in cash in accordance with the DIP Documents and this Interim Order, the Prepetition Agent and the Prepetition Secured Creditors shall have no right to seek or exercise any enforcement rights or remedies in tangible and intangible assetsconnection with the Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (xas defined in the Prepetition Credit Agreement); (B) the Prepetition Agent and the Prepetition Secured Creditors shall be deemed to have consented to any sale or disposition of Collateral permitted under the DIP Credit Agreement or approved, arranged for or by the DIP Agent or the Required Lenders (as defined in the DIP Credit Agreement), and shall terminate and release upon any such sale or disposition all of its liens on and security interests in such Collateral (where the DIP Agent also releases any DIP Liens as necessary); (C) the Prepetition Agent and/or the Prepetition Secured Creditors shall deliver or cause to be delivered, at the Debtor’s costs and expense (for which the Prepetition Agent and/or the Prepetition Secured Creditors, as the case may be, shall be reimbursed upon submission to the Debtor of invoices or billing statements), any termination statements, releases or other documents necessary to effectuate and/or evidence the release and termination of any Prepetition Secured Creditors’ liens on or security interests in any portion of the Collateral subject to any sale or disposition permitted under the DIP Credit Agreement or approved or arranged for by the DIP Agent or any of the DIP Lenders (where the DIP Agent also releases any DIP Liens as necessary); and (yD) all other prepetition upon the Final Order becoming a final and post-petition property nonappealable order and the expiration of the Debtors’ estatesChallenge Period (as defined below) with no challenge having been brought, and all products and proceeds thereofor if such a challenge is brought, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (1) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (2) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code (collectively, the “Unencumbered receivable, other rights to payment, inventory, general intangibles, contracts, servicing rights, servicing receivables, securities, chattel paper, owned real estate, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, claims and causes of action, and the proceeds of all of the foregoing, provided that the Unencumbered Property shall not include causes of action under sections 544, 545, 547, 548 or 550 of the Bankruptcy Code (collectively, the “Avoidance Actions”) or proceeds thereof, but upon until the entry of a final judgment and the payment to the Prepetition Agent and the Prepetition Secured Creditors of all amounts owed by the Debtor under the Existing Agreements and this Interim Order (or the Final Order), the Unencumbered Property shall include, and the Adequate Protection Liens shall attach to, any proceeds or property recovered in respect of any Avoidance Action; terminate and be released (ii) valid, binding, continuing, enforceable, non-avoidable automatically and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property further action of the Debtors’ estatesparties), and all products the Prepetition Secured Creditors shall execute and proceeds thereofdeliver such agreements to evidence and effectuate such termination and release as the Debtor or the DIP Agent may request, whether now existing and the Debtor and the DIP Agent shall be authorized to file on behalf of the Prepetition Secured Creditors such UCC termination statements or hereafter acquired (such other than the property described in clause (i) or (iii) of this paragraph 5), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior filings as may be applicable to the Petition Date or (y) valid and unavoidable liens in existence immediately prior extent such authorization is required under the Uniform Commercial Code of the applicable jurisdiction. Without limiting the generality of the foregoing, the Adequate Protection Liens granted to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code, which valid, perfected Prepetition Agent shall be junior and unavoidable liens are senior subordinate in priority all respects to the security interests DIP Liens and liens in favor of the Collateral Trustees; (iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime (x) any valid, perfected and unavoidable liens and security interests in existence immediately prior to the Petition Date that are held by or granted to any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to any person other than the Collateral Trustees; andCarve Out.

Adequate Protection Liens. As security adequate protection for any diminution in the Adequate Protection Obligationsvalue of the Pre-Petition Collateral, effective as upon the date of this Order and without the necessity of the Petition Dateexecution by the Debtors of mortgages, security agreements or otherwise, the following security interests and liens are hereby granted to the Collateral Trustees for its own benefit and the benefit of the other Senior Pre-Petition Secured Parties Lenders (all property identified below in clauses this paragraph (i1) through (iv) below being collectively referred to as the “Collateral”"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, the Bus Terminal Lien and the Permitted Liens (all such liens and security interests, the “Adequate Protection Liens”):: (i) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-a perfected first priority post-petition senior security interests interest in and liens lien upon all cash of the Debtors (whether maintained with the Agents or otherwise) and any investment of the funds of the Debtors’ rights , whether existing on the Petition Date or thereafter acquired (all of such property referred to in tangible this clause (i) being hereinafter referred to as the "CREDIT AGREEMENT CASH COLLATERAL"), and (ii) a perfected first priority security interest in and intangible assets, including, without limitation, (x) the Prepetition Collateral and (y) lien upon all other prepetition pre- and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (1) validincluding, perfectedwithout limitation, non-avoidable and enforceable liens in existence on or as of the Petition Date or (2) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code (collectively, the “Unencumbered accounts receivable, other rights to paymentcontracts, inventorydocuments, equipment, general intangibles, contractsinstruments, servicing rightsinventory, servicing receivables, securities, chattel paper, owned real estateinterests in leaseholds, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, claims and causes the capital stock of action, the subsidiaries of the Debtors and the proceeds of all of the foregoing, provided that foregoing (but not including the Unencumbered Property shall not include proceeds of causes of action arising solely under sections 544the Code or incorporated thereunder pursuant to section 544(b)(1) thereof). Notwithstanding the foregoing, 545, 547, 548 or 550 in the event the Restructuring is consummated prior to the Termination Date and the Pre-Petition Lenders timely receive all payments and other distributions to which they are entitled in accordance with the terms of the Bankruptcy Code (collectivelyRestructuring and of the Credit Agreement, the “Avoidance Actions”) or proceeds thereof, but upon the entry of a Final Order, the Unencumbered Property Pre-Petition Lenders shall include, and the Adequate Protection Liens shall attach to, not receive any proceeds or property recovered further cash payments in respect of any Avoidance Action; (ii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired (other than the property described in clause (i) or (iii) of this paragraph 5), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or (y) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code, which valid, perfected and unavoidable liens are senior in priority to the security interests and liens in favor of the Collateral Trustees; (iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime (x) any valid, perfected and unavoidable liens and security interests in existence immediately prior to the Petition Date that are held by or granted to any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to any person other than the Collateral Trustees; andforegoing adequate protection liens.

Adequate Protection Liens. As security for adequate protection to secure any loss, decrease or decline in the Adequate Protection Obligations, effective as value of the Pre-Petition Date, Collateral resulting from and after the following security interests and liens are hereby granted to the Collateral Trustees for its own benefit and the benefit Petition Date as a result of the other Senior Secured Parties (all property identified in clauses (i) through the use of Cash Collateral, (ivii) below being collectively referred the use, sale or lease of any other Pre-Petition Collateral by the WV-Debtors, or (iii) the imposition of the automatic stay pursuant to as Section 362 of the Bankruptcy Code (in the aggregate, “CollateralPre-Petition Collateral Diminution”), the WV-Debtors hereby grant to the Lender, the MA Landlord, and the CT Landlord, a security interest in, all of the WV-Debtors’, the WV-Debtors’-in- Possession, and the Estates’ right, title and interest in the Collateral, whether now owned by the WV-Debtors-in-Possession or hereafter acquired and whether now existing or hereafter coming into existence (“Adequate Protection Liens”). The Adequate Protection Liens shall be entitled to and shall constitute (i) second-priority liens under § 364(c)(2) of the Bankruptcy Code on all assets acquired by the WV-Debtors-in-Possession on the Petition Date and thereafter, including equipment, accounts, and inventory not presently encumbered by a Prior Permitted Encumbrance, subject only to the Carve-Out, the Bus Terminal Lien and the Permitted Liens (all such liens and security interests, the “Adequate Protection DIP Liens”): (i) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens all of the Debtors’ rights in tangible and intangible assets, including, without limitation, (x) the Prepetition Collateral ; and (yii) all other prepetition subordinate and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (1) valid, perfected, non-avoidable and enforceable junior liens in existence on or as of the Petition Date or (2) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(bunder §364(c)(3) of the Bankruptcy Code (collectivelyon all Collateral encumbered by a Prior Permitted Encumbrance, subject to the Prior Permitted Encumbrances and the DIP Liens. The Adequate Protection Liens shall not be subject or subordinate to any lien or security interest that is avoided and preserved for the benefit of the WV-Debtors and the Estates under section 551 of the Bankruptcy Code. The Adequate Protection Liens shall be deemed automatically perfected by operation of law upon entry of the Orders by the Bankruptcy Court and Lender, the “Unencumbered receivable, other rights to payment, inventory, general intangibles, contracts, servicing rights, servicing receivables, securities, chattel paper, owned real estate, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, claims and causes of actionMA Landlord, and the proceeds of all of the foregoing, provided that the Unencumbered Property CT Landlord shall not include causes be required to file any UCC-1 financing statements, mortgages or any other document, or take any other action (including possession of action any Collateral) to validate or perfect such liens. No cost or expense of administration shall be imposed on Lender, the MA Landlord, the CT Landlord or the Pre-Petition Collateral under sections 544§§ 105, 545506(c), 547, 548 or 550 552 of the Bankruptcy Code (collectively, the “Avoidance Actions”) or proceeds thereof, but upon the entry of a Final Order, the Unencumbered Property shall includeotherwise, and the Adequate Protection Liens shall attach to, any proceeds or property recovered in respect of any Avoidance Action; (ii) valid, binding, continuing, enforceable, nonWV-avoidable Debtors hereby waive for themselves and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property behalf of the Debtors’ estates, Estates any and all products and proceeds thereofrights under §§ 105, whether now existing or hereafter acquired (other than the property described in clause (i) or (iii) of this paragraph 5506(c), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or (y) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code, which valid, perfected and unavoidable liens are senior in priority to the security interests and liens in favor of the Collateral Trustees; (iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime (x) any valid, perfected and unavoidable liens and security interests in existence immediately prior to the Petition Date that are held by or granted to any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) 552 of the Bankruptcy Code and that are held by or granted otherwise to assert or impose, or seek to assert or impose, any person other than such costs or expenses of administration against Lender, the Collateral Trustees; andCT Landlord, the MA Landlord or the Pre-Petition Collateral.

Adequate Protection Liens. As security for To the Adequate Protection Obligations, effective as of the Petition Date, the following security interests extent set forth below and liens are hereby granted subject 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-Carve Out, the Bus Terminal Debtors grant the First Lien Secured Parties first ranking valid, binding, enforceable, and the Permitted Liens perfected security interests in and liens upon (all such liens and security interests, 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” (ias created pursuant to section 541(a) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens all of the Debtors’ rights in Bankruptcy Code), property of any kind or nature whatsoever, real or personal, tangible or intangible, and intangible assetsnow existing or hereafter acquired or created, including, without limitation, (x) the Prepetition Collateral and (y) all other prepetition and post-petition property of the Debtors’ estatescash, accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights, and all products and proceeds thereoflicenses therefor, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (1) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (2) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code (collectively, the “Unencumbered accounts receivable, other rights to payment, inventoryreceivables and receivables records, general intangibles, payment intangibles, tax or other refunds, insurance proceeds, letters of credit, contracts, servicing rights, servicing receivables, securities, chattel paper, owned real estate, real property leaseholds, vessels, charter-hire receipts, earnings, insurance policies and proceeds, fixtures, machinery, equipment, deposit accounts, patentscommercial tort claims, copyrightssecurities accounts, trademarksinstruments, tradenamesinvestment property, rights under license agreements 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, claims securities, partnership or membership interests in limited liability companies and causes of actioncapital stock, and the proceeds of all of the foregoing, provided that the Unencumbered Property shall not include 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, 548 548, 550, 551, or 550 553 of the Bankruptcy Code (collectively, subject to the stated exclusions, the “Avoidance Actions”) or proceeds thereof, but upon the entry of a Final Order, the Unencumbered Property shall include)), and the Adequate Protection Liens shall attach toall cash and non‑cash proceeds, any proceeds or property recovered in respect rents, products, substitutions, accessions, and profits of any Avoidance Action; (ii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assetsof the collateral described above, including, without limitation, all prepetition and post-petition property of the Debtors’ estatesproducts, proceeds, and all products and proceeds supporting obligations thereof, whether now existing or hereafter acquired (other than the property described in clause (i) or (iii) of this paragraph 5), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior to on the Petition Date or thereafter created, acquired, or arising and wherever located (yall such property, collectively with the Prepetition Collateral, the “Collateral”) valid without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements, or other agreements. The foregoing Collateral shall not include assets or property (other than Prepetition Collateral, including Cash Collateral) upon which, and unavoidable liens in existence immediately prior solely to the Petition Date that are perfected after extent that, the Petition Date grant of an Adequate Protection Lien as permitted by section 546(b) of contemplated in this Interim Order, would not be enforceable pursuant to applicable law, but shall include the Bankruptcy Codeproceeds thereof, which valid, perfected and unavoidable Adequate Protection liens are granted thereupon. The Adequate Protection Liens granted to the First Lien Secured Parties, shall be senior in priority liens and shall rank immediately senior to the security interests and liens in favor of under the Collateral Trustees; (iii) validrespective Prepetition Loan Documents, binding, continuing, enforceable, non-avoidable except the Adequate Protection Liens shall be subject and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime subordinate to (x) any valid, perfected the Carve Out and unavoidable liens and security interests in existence immediately prior to the Petition Date that are held by or granted to any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to any person other than the Collateral Trustees; andPermitted Liens.

Adequate Protection Liens. As security for the Adequate Protection ObligationsAdditional and replacement, 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”): (i) valid, binding, continuing, enforceable, non-avoidable avoidable, and fully-perfected, first-priority post-petition effective and automatically perfected postpetition security interests in and liens all as of the Debtors’ rights in tangible and intangible assets, including, without limitation, date of this Interim Order (the “Adequate Protection Liens”) on (x) the Prepetition Collateral and (y) all other prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether existing on the Petition Date or thereafter acquired, that, on or as of the Petition Date or thereafter acquired, that is not subject to (1) valid, perfected, and non-avoidable and enforceable liens in existence on (or as of the Petition Date or (2) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as to the extent permitted by Bankruptcy Code section 546(b)) (subject to the Carve Out), including, without limitation, unencumbered cash of the Bankruptcy Code (collectivelyDebtors and their accounts, the “Unencumbered inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights, and licenses therefor, accounts receivable, other rights to payment, inventoryreceivables and receivables records, general intangibles, payment intangibles, tax or other refunds, insurance proceeds, letters of credit, contracts, servicing rights, servicing receivables, securities, chattel paper, owned real estate, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patentscommercial tort claims, copyrightssecurities accounts, trademarksinstruments, tradenames, rights under license agreements and other intellectual 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 than GTT) and each wholly-owned non-Debtor subsidiary of a Debtor, money, investment property, intercompany claims, claims arising on account of transfers of value from a Debtor to (i) another Debtor or (ii) a non-Debtor affiliate effected on or following the Petition Date (including all Postpetition Intercompany Claims (as defined in the Cash Management Motion)), causes of action, including causes of action arising under Bankruptcy Code section 549 (but excluding all other claims and causes of actionaction arising under Bankruptcy Code sections 502(d), and the proceeds of all of the foregoing, provided that the Unencumbered Property shall not include causes of action under sections 544, 545, 547, 548 or and 550 of the Bankruptcy Code (collectively, the “Avoidance Actions”) or proceeds thereofbut including, but upon the subject to entry of the Final Order and to the extent provided for therein, the proceeds thereof (the “Avoidance Action Proceeds”)), and all products and proceeds of the foregoing; provided that, for the avoidance of doubt and notwithstanding anything to the contrary contained herein, the foregoing collateral shall not include leasehold interests or leases of non-residential real property (in either case, unless otherwise expressly permitted by the terms of such nonresidential leases or if the imposition of a Final lien thereon would not otherwise constitute a default or event of default under any such lease of non-residential real property or if a default occurred thereunder that would be excused or rendered ineffective by operation of the Bankruptcy Code or applicable non-bankruptcy law), but, in any such case, the foregoing collateral shall include the proceeds, products or offspring thereof and (y) all property of the Debtors that was subject to the Prepetition Debtor Liens, including, without limitation, the Prepetition Debtor Collateral and Cash Collateral (all of the foregoing, the “Adequate Protection Collateral” and, together with the Prepetition Debtor Collateral, the “Collateral”), without the necessity of the execution by the Debtors (or recordation or other filing) of any security agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents. Subject to the terms of this Interim Order, the Unencumbered Property Adequate Protection Liens shall includebe subordinate only to (A) the Carve Out and (B) the Prepetition Permitted Prior Liens, if any, and shall otherwise be senior to all other security interests in, liens on, or claims against any of the Adequate Protection Collateral (including, for the avoidance of doubt, any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates under Bankruptcy Code section 551). The Adequate Protection Liens shall be enforceable against the Debtors, their estates, and any successors thereto, including, without limitation, any trustee or other estate representative appointed in these Chapter 11 Cases or any successor cases under any chapter of the Bankruptcy Code (“Successor Cases”). Except as expressly provided herein with respect to the Carve Out and the Prepetition Permitted Prior Liens, if any, the Adequate Protection Liens shall not be made subject to or pari passu with any lien or security interest heretofore or hereinafter granted in these Chapter 11 Cases or any Successor Cases, and the Adequate Protection Liens shall attach to, any proceeds or property recovered in respect be valid and enforceable upon the dismissal of any Avoidance Action; (iiof these Chapter 11 Cases or Successor Cases. The Adequate Protection Liens shall not be subject to Bankruptcy Code sections 510, 549, 550 or 551 and, subject to and upon entry of the Final Order, the Adequate Protection Liens shall not be subject to Bankruptcy Code section 506(c) or the “equities of the case” exception of Bankruptcy Code section 552(b). Subject to Paragraph 16 hereof, the Adequate Protection Liens shall be deemed legal, valid, binding, continuing, enforceable, non-avoidable and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired (other than the property described in clause (i) or (iii) of this paragraph 5), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior to the Petition Date or (y) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code, which valid, perfected and unavoidable liens are senior in priority to the security interests and liens in favor of the Collateral Trustees; (iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime (x) any valid, perfected and unavoidable liens and security interests in existence immediately prior subject only to the Petition Date that are held by Carve Out and the Prepetition Permitted Prior Liens, if any), not subject to subordination, impairment or granted to avoidance, for all purposes in these Chapter 11 Cases and any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to any person other than the Collateral Trustees; andSuccessor Cases.

Adequate Protection Liens. As The Pre-Petition Agent (for itself and for the benefit of the Pre-Petition Secured Lenders) is hereby granted (effective and perfected upon the date of this Order and without the necessity of the execution by the Debtors of mortgages, security for agreements, pledge agreements, financing statements or other agreements), in the amount of such diminution, (i) a security interest in and lien upon all the Collateral, subject and subordinate only to (1) the DIP Liens and any liens on the Collateral to which such liens so granted to the Agent are junior and (2) the Carve Out (such liens securing the Adequate Protection Obligations, effective as of together with 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 interestsContingent Adequate Protection Liens, the “Adequate Protection Liens”): ) and (iii) validthe Contingent Adequate Protection Liens to secure any Contingent Pre-Petition Debt. Without limiting the generality of the foregoing, binding, continuing, enforceable, non(A) the Adequate Protection Liens granted to the Pre-avoidable Petition Secured Lenders hereunder (including the Contingent Adequate Protection Liens in respect of the Contingent Pre-Petition Debt) shall be senior to all Junior Adequate Protection Liens and fully-perfected, first-priority post-petition be junior and subordinate in all respects to the DIP Lenders’ liens and security interests (including, without limitation, the DIP Liens) upon and in the Collateral and liens the Carve Out; (B) the Contingent Pre-Petition Debt shall be junior and subordinate in right of payment to all DIP Obligations and the Carve Out; (C) until such time as all of the Debtors’ DIP Obligations are indefeasibly paid in full in cash in accordance with the Loan Documents and this Interim Order, the Pre-Petition Secured Lenders shall have no right to seek or exercise any enforcement rights or remedies in tangible and intangible assetsconnection with the Contingent Pre-Petition Debt or the Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (xas defined in the Pre-Petition Credit Agreement); (D) the Prepetition Pre-Petition Agent and the Pre-Petition Secured Lenders have or shall be deemed to have consented to the Financing (which Financing shall, in part, constitute a DIP Financing as defined in the ICA (as defined below)) in accordance with the terms of the Intercreditor Agreement, dated as of August 4, 2009 by and between Bank of America, N.A. as collateral agent under the Pre-Petition Credit Agreement and Wilmington Trust Company as note collateral agent under the Pre-Petition Note Indenture (the “ICA”), attached to the Motion as Exhibit C; (E) the Pre-Petition Secured Lenders shall be deemed to have consented to any sale or disposition of Collateral approved, arranged for or by the Agent, and shall terminate and release upon any such sale or disposition all of its liens on and security interests in such Collateral (ywhere the Agent also releases any DIP Liens as necessary); (F) all other prepetition and postthe Pre-petition property of Petition Secured Lenders shall deliver or cause to be delivered, at the Debtors’ estatescosts and expense (for which the Pre-Petition Secured Lenders shall be reimbursed upon submission to the Debtors of invoices or billing statements), any termination statements, releases or other documents necessary to effectuate and/or evidence the release and all products and proceeds thereof, whether existing termination of the Pre-Petition Secured Lenders’ liens on or as security interests in any portion of the Petition Date or thereafter acquired, that is not Collateral subject to any sale or disposition approved or arranged for by the Agent (1where the Agent also releases any DIP Liens as necessary); and (G) valid, perfected, non-avoidable upon the Final Order becoming a final and enforceable liens in existence on or as nonappealable order and the expiration of the Petition Date Challenge Period (as defined below) with no challenge having been brought, or (2) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code (collectivelyif such a challenge is brought, the “Unencumbered receivable, other rights to payment, inventory, general intangibles, contracts, servicing rights, servicing receivables, securities, chattel paper, owned real estate, real property leaseholds, fixtures, machinery, equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, claims and causes of action, and the proceeds of all of the foregoing, provided that the Unencumbered Property shall not include causes of action under sections 544, 545, 547, 548 or 550 of the Bankruptcy Code (collectively, the “Avoidance Actions”) or proceeds thereof, but upon until the entry of a Final final judgment and the payment to the Pre-Petition Agent and the Pre-Petition Secured Lenders of all amounts owed by the Debtors under the Existing Agreements and this Order, the Unencumbered Property shall include, and the Adequate Protection Liens shall attach to, any proceeds or property recovered in respect of any Avoidance Action; terminate and be released (ii) valid, binding, continuing, enforceable, non-avoidable automatically and fully-perfected, junior priority security interests in and post-petition liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property further action of the Debtors’ estatesparties), and all products the Pre-Petition Secured Lenders shall execute and proceeds thereof, whether now existing deliver such agreements to evidence and effectuate such termination and release as Agent may request and Agent shall be authorized to file on behalf of the Pre-Petition Secured Lenders such UCC termination statements or hereafter acquired (such other than the property described in clause (i) or (iii) of this paragraph 5), that is subject to (x) valid, perfected and unavoidable liens in existence immediately prior filings as may be applicable to the Petition Date or (y) valid and unavoidable liens in existence immediately prior to extent such authorization is required under the Petition Date that are perfected after the Petition Date as permitted by section 546(b) Uniform Commercial Code of the Bankruptcy Code, which valid, perfected and unavoidable liens are senior in priority to the security interests and liens in favor of the Collateral Trustees; (iii) valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority post-petition security interests in and liens on all tangible and intangible assets, including, without limitation, all prepetition and post-petition property of the Debtors’ estates, and all products and proceeds thereof, whether now existing or hereafter acquired; provided, that such security interests and liens shall not prime (x) any valid, perfected and unavoidable liens and security interests in existence immediately prior to the Petition Date that are held by or granted to any person other than the Collateral Trustees or (y) valid and unavoidable liens and security interests in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that are held by or granted to any person other than the Collateral Trustees; andapplicable jurisdiction.