Common use of Certain Bankruptcy Matters Clause in Contracts

Certain Bankruptcy Matters. (a) The Loan Parties hereby agree that the Obligations shall, subject to the Carve-Out, (i) constitute DIP Superpriority Claims over all administrative expense claims and claims against the Loan Parties now existing or hereafter arising, of any kind or nature whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the Bankruptcy Court Orders. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to the Bankruptcy Court Orders, this Agreement or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims and other rights and remedies granted to the Secured Parties pursuant to the Bankruptcy Court Orders, this Agreement or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 Case, or by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party against the Loan Parties in respect of any Obligations; (ii) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Secured Parties hereby agree that irrevocably authorize each Agent, at the Obligations shall, subject to the Carve-Out, (i) constitute DIP Superpriority Claims over all administrative expense claims and claims against the Loan Parties now existing or hereafter arising, of any kind or nature whatsoever, including all administrative expense claims direction of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code andRequisite Lenders, to the extent provided in any of the Bankruptcy Court Orders. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to the Bankruptcy Court Orders, this Agreement or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect credit bid all or any portion of the Administrative Agent’s Liens on the Collateral, Obligations (A) including accepting some or all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection Collateral in satisfaction of any other Liens in favor some or all of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims and other rights and remedies granted to the Secured Parties Obligations pursuant to the Bankruptcy Court Orders, this Agreement or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority a deed in lieu of the Liens provided for herein and therein, and the DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code foreclosure or otherwise), or by dismissal or conversion of the Chapter 11 Case, or by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any and in such financing, extension, incurrence, dismissal, conversion, act or omission: (i) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party against the Loan Parties in respect of any Obligations; (ii) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the CollateralCollateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Credit Party is subject, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) any Agent (whether by judicial action or otherwise) in accordance with any applicable law; provided, that the Obligations of any regulated Lender may not be credit bid if such regulated Lender cannot comply with such applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the equity interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase); provided, that none of the Secured Parties shall be allowed to credit bid any of the Obligations independently and all such credit bids shall have to be submitted through, and administered by, an Agent (at the direction of the Requisite Lenders), as set forth herein. In connection with any such bid (i) each Agent (or its designee) shall be authorized, at the direction of the Requisite Lenders, to (x) form one or more acquisition vehicles to make a bid and (y) adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by any Agent (or its designee) with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by the vote of the Requisite Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Requisite Lenders contained in Section 10.5 of this Agreement), (ii) each of the Secured Parties’ ratable interests in the Obligations shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such purchase and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent (or its designee) may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Certain Bankruptcy Matters. (a) The Except to the extent provided otherwise in the Interim Order or the Final Order (as applicable), each Loan Parties Party hereby agree agrees that the Obligations shall, subject to of the Carve-Out, Loan Parties shall (i) constitute DIP Superpriority Claims superpriority allowed administrative expense claims in the Bankruptcy Cases having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the such Loan Parties now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), and 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions ) of the Bankruptcy Code and all super-priority superpriority administrative expense claims granted to any other Person Person, subject, as to priority, only to the Carve-Out, provided, that following the Maturity Date, amounts in the Letter of Credit Account shall not be subject to the Carve-Out, the establishment of which super-priority superpriority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code subject only to Specified Liens and, to the extent provided in any of the Financing Orders, shall not be subject to claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) The Administrative Agent’s Liens and the administrative expense claim priority granted pursuant to clause (a) above have been independently granted by the DIP Loan Documents, and may be independently granted by other DIP Loan Documents heretofore or hereafter entered into. The Administrative Agent’s Liens and the administrative expense claim priority granted pursuant to clause (a) above, this DIP Loan Agreement, the Interim Order, the Final Order and the other DIP Loan Documents supplement each other, and the grants, priorities, rights and remedies of the DIP Lenders and the Administrative Agent hereunder and thereunder are cumulative. In the event of a direct conflict between, or inconsistency among, between the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any other DIP Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Administrative Agent’s Liens on Collateral of the Secured Loan Parties shall be deemed valid and perfected by entry of the Interim Order and the Final Order, as the case may be, which entry of the Interim Order shall have occurred on or prior to the Closing Date. The Administrative Agent and the DIP Lenders shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral of any of the Loan Parties or to take any other action in order to validate, render enforceable or perfect the Liens on Collateral of any of the Collateral Loan Parties granted by or pursuant to this DIP Loan Agreement, the Bankruptcy Court OrdersInterim Order, this Agreement the Final Order or any other DIP Loan Document. If the Administrative Agent (at or the Required Lenders’ directionDIP Lenders shall, which shall be in its or their sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, Collateral of any of the Loan Parties or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on Collateral of the CollateralLoan Parties, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that of entry of the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the The Liens, Lien lien priorities, DIP Superpriority Claims superpriority administrative expense claims and other rights and remedies granted to the Secured Parties Administrative Agent and the DIP Lenders pursuant to this DIP Loan Agreement, the Bankruptcy Court OrdersInterim Order, this Agreement the Final Order or the other DIP Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims administrative expense claim priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 CaseBankruptcy Cases, or by any other act or omission whatsoever. (d) . Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (iA) except for the Carve-Out, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case Bankruptcy Cases or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured DIP Lender or the Administrative Agent against any Loan Party against the Loan Parties in respect of any ObligationsObligation; (iiB) the Administrative Agent’s Liens on Collateral of the Collateral Loan Parties shall constitute valid, enforceable and perfected first priority Liens subject only to Specified Liens, to which such Liens shall or may be subordinate and junior, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iiiC) the Administrative Agent’s Liens on the Collateral of the Loan Parties shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party DIP Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy nonbankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Except to the extent expressly provided otherwise in an Order, the Loan Parties hereby agree that the Obligations shallthat, subject only to Priority Permitted Encumbrances and the Carve-Out, the Obligations shall (i) constitute DIP Superpriority Claims over all administrative expense claims and claims against the Loan Parties Debtors now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the Bankruptcy Court Orders. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any other Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Credit Parties shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to this Agreement, the Bankruptcy Court Orders, this Agreement Orders or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their its sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c2.16(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Lenders and the other Credit Parties, on the Collateral. Notwithstanding anything to the contrary herein, neither the Administrative Agent nor any Credit Party shall require the filing of a Mortgage with respect to any Real Property of the Loan Parties unless an Event of Default resulting from a breach of Section 8.01(a) has occurred and is continuing. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims and other rights and remedies granted to the Secured Credit Parties pursuant to this Agreement, the Bankruptcy Court Orders, this Agreement Orders or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of any of the Chapter 11 CaseCases, or by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (ie) subject only to Priority Permitted Encumbrances and the Carve-Out and to the extent provided in any of the Orders and subject to the Orders, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case Cases or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party Lender or the Administrative Agent against the Loan Parties Debtors in respect of any Obligations; (iif) other than as provided in the Orders or the Loan Documents, the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other LiensLiens (except for Priority Permitted Encumbrances), now existing or hereafter arising, in favor of any other creditor or other Person; and (iiig) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. . (h) In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties Except to the extent provided otherwise in the Interim Order or the Final Order, as applicable, the Borrower hereby agree agrees that the Obligations shall, subject to the Carve-Out, Indebtedness shall (i) constitute DIP Superpriority Claims super-priority allowed administrative expense claims in the Bankruptcy Cases having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the Loan Parties Borrower and HPPC now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), and 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions ) of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person Person, subject, as to priority, only to the Carve-Out and excluding the Avoidance Actions and any proceeds or property recovered in respect of Avoidance Actions, the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the Financing Orders, shall not be subject to any Claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) The Administrative Agent’s Liens and the administrative expense claim super-priority granted pursuant to clause (a) above have been independently granted by the Loan Documents, and may be independently granted by other Loan Documents heretofore or hereafter entered into. The Administrative Agent’s Liens and the administrative expense claim super-priority granted pursuant to clause (a) above, this Agreement, the Interim Order (if applicable), the Final Order and the other Loan Documents supplement each other, and the grants, priorities, rights and remedies of the Lenders and the Administrative Agent hereunder and thereunder are cumulative. In the event of a direct conflict between, or inconsistency among, between the Interim Bankruptcy Court Order (if applicable) or the Final Bankruptcy Court Order, on the one hand, and any other Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Administrative Agent’s Liens on Collateral of the Secured Loan Parties shall be deemed valid and perfected by entry of the Interim Order and the Final Order, as the case may be, which entry of the Interim Order (to the extent necessary) shall have occurred on or prior to the Effective Date. The Administrative Agent and the Lenders shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action action, other than to fund at least a portion of the Loans, in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to this Agreement, the Bankruptcy Court OrdersInterim Order (if applicable), this Agreement the Final Order or any other Loan Document. If the Administrative Agent (at or the Required Lenders’ directionMajority Lenders shall, which shall be in its or their sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that, to the extent that (x) an Interim Order is entered, the date in which such Interim Bankruptcy Court Order is entered, and (y) no Interim Order is entered, the date in which the Final Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c10.04(c)(i) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, on the Collateral. (ii) Except as otherwise previously agreed to in writing by the Required LendersAdministrative Agent, the Liens, Lien lien priorities, DIP Superpriority super-priority administrative expense Claims and other rights and remedies granted to the Secured Parties Administrative Agent and the Lenders pursuant to this Agreement, the Bankruptcy Court OrdersInterim Order (if applicable), this Agreement the Final Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims administrative expense claim super-priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any the Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 CaseBankruptcy Cases, or by any other act or omission whatsoever. (d) . Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (iA) except for the Carve-Out and to the extent provided in any of the Financing Orders, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case Bankruptcy Cases or any conversion of the same or in any other proceedings related thereto, and no priority claimsClaims, are or will be prior to or on a parity with any claim Claim of any Secured Party Lender or the Administrative Agent against the Loan Parties Borrower in respect of any ObligationsIndebtedness; (iiB) other than as provided in the Financing Orders or the Loan Documents, the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iiiC) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties Except to the extent provided otherwise in the Interim Order or the Final Order (as applicable), the Borrower hereby agree agrees that the Obligations shall, subject to the Carve-Out, shall (i) constitute DIP Superpriority Claims superpriority allowed administrative expense claims in the Bankruptcy Case having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the Loan Parties Borrower now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), and 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions ) of the Bankruptcy Code and all super-priority superpriority administrative expense claims granted to any other Person Person, subject, as to priority, only to the Carve-Out, the establishment of which super-priority superpriority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code subject only to Specified Liens and, to the extent provided in any of the Financing Orders, shall not be subject to claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) The Administrative Agent’s Liens and the administrative expense claim priority granted pursuant to clause (a) above have been independently granted by the Loan Documents, and may be independently granted by other Loan Documents heretofore or hereafter entered into. The Administrative Agent’s Liens and the administrative expense claim priority granted pursuant to clause (a) above, this Agreement, the Interim Order, the Final Order and the other Loan Documents supplement each other, and the grants, priorities, rights and remedies of the Lenders and the Administrative Agent hereunder and thereunder are cumulative. In the event of a direct conflict between, or inconsistency among, between the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any other Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Administrative Agent’s Liens on Collateral of the Secured Loan Parties shall be deemed valid and perfected by entry of the Interim Order and the Final Order, as the case may be, which entry of the Interim Order shall have occurred on or prior to the Closing Date. The Administrative Agent and the Lenders shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to this Agreement, the Bankruptcy Court OrdersInterim Order, this Agreement the Final Order or any other Loan Document. If the Administrative Agent (at or the Required Lenders’ directionLenders shall, which shall be in its or their sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the The Liens, Lien lien priorities, DIP Superpriority Claims superpriority administrative expense claims and other rights and remedies granted to the Secured Parties Administrative Agent and the Lenders pursuant to this Agreement, the Bankruptcy Court OrdersInterim Order, this Agreement the Final Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims administrative expense claim priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any the Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 CaseBankruptcy Cases, or by any other act or omission whatsoever. (d) . Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (iA) except for the Carve-Out, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case Bankruptcy Cases or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party Lender or the Administrative Agent against the Loan Parties Borrower in respect of any ObligationsObligation; (iiB) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens subject only to Specified Liens, to which such Liens shall or may be subordinate and junior, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iiiC) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy nonbankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties hereby agree that Except to the Obligations shall, extent provided otherwise in the Final Order and subject to the Carve-Out, the Borrower hereby agrees that the Obligations shall (i) constitute DIP Superpriority Claims super-priority allowed administrative expense claims in the Bankruptcy Case having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the any Loan Parties Party now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), and 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions ) of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person Person, the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code subject to the priority set forth in the Final Order and, to the extent provided in any the Final Order, shall not be subject to claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) The Administrative Agent’s Liens and the super-priority administrative expense claim priority granted pursuant to clause (a) above have been independently granted by the Loan Documents, and may be independently granted by other Loan Documents heretofore or hereafter entered into. The Administrative Agent’s Liens and the administrative expense claim priority granted pursuant to clause (a) above, this Agreement, the Final Order and the other Loan Documents supplement each other, and the grants, priorities, rights and remedies of the Lenders and the Administrative Agent hereunder and thereunder are cumulative. In the event of a direct conflict between, or inconsistency among, the Interim Bankruptcy Court Order or between the Final Bankruptcy Court Order, on the one hand, Order and any other Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, Order shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Administrative Agent’s Liens on Collateral of the Secured Loan Parties shall be deemed valid and automatically perfected by entry of the Final Order, which entry shall have occurred on or prior to the Closing Date. The Administrative Agent and the Lenders shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to this Agreement, the Bankruptcy Court Orders, this Agreement Final Order or any other Loan Document. If the Administrative Agent (at the direction of the Required Lenders’ direction) or the Required Lenders shall, which shall be in its or their sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Final Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the The Liens, Lien lien priorities, DIP Superpriority Claims super-priority administrative expense claims and other rights and remedies granted to the Secured Parties Administrative Agent and the Lenders pursuant to this Agreement, the Bankruptcy Court Orders, this Agreement Final Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims administrative expense claim priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any the Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 Case, or by any other act or omission whatsoever. (d) . Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (iA) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party Lender or the Administrative Agent against the Loan Parties Borrower in respect of any ObligationsObligation; (iiB) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first Liens with the priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, set forth in favor of any other creditor or other Personthe Final Order; and (iiiC) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy nonbankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties hereby agree that Without the Obligations shall, subject to prior written consent of the Carve-OutAdministrative Agent and the Required Lenders, (i) constitute assume, assume and assign, or reject executory contracts or unexpired leases or (ii) make any payments on account of any creditor’s claims incurred prior to the Petition Date, other than (A) “critical vendor” payments approved by the Bankruptcy Court (so long as such payments are included and approved in the DIP Superpriority Claims over all Budget) and (B) adequate protection payments with respect to the Prepetition Credit Agreement in accordance with the terms of the DIP Orders (so long as such payments are included and approved in the DIP Budget). (b) Consent to or permit to exist any of the following: (i) any order which authorizes the rejection or assumption of any executory contracts or unexpired leases of such Borrower without the prior written consent of the Administrative Agent and the Required Lenders; (ii) any modification, stay, vacation or amendment to the DIP Orders to which the Administrative Agent and the Required Lenders have not consented in writing; (iii) a priority claim or administrative expense claims and claims or unsecured claim against the Loan Parties such Borrower (now existing or hereafter arising, of arising or any kind or nature whatsoever, including all including, without limitation, any administrative expense claims of the kind specified in Sections sections 105, 326, 328, 330, 331, 365364(c), 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 726 or 1114 or any other provisions of the Bankruptcy Code and all super-Code) equal or superior to the priority administrative expense claims granted claim of the Administrative Agent in respect of the Obligations or to any priority claim with respect to Permitted Prior Senior Liens (as defined in the DIP Orders), except in each case with respect to the Professional Fee Carve Out; (iv) any Lien on any Collateral having a priority equal or superior to the Lien securing the Obligations, other Person than with respect to the establishment Professional Fee Carve Out Permitted Prior Senior Liens (as defined in the DIP Orders); (v) any order which authorizes the return of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral any of any Borrower’s property pursuant to Sections 364(c)(2), (c)(3) and (d)(1section 546(h) of the Bankruptcy Code and, to the extent provided in any of the Bankruptcy Court Orders.Code; (bvi) In any order which authorizes the event payment of a conflict between, or inconsistency among, any Indebtedness (other than Indebtedness reflected in the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one handApproved Budget, and any Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted Indebtedness approved by or pursuant to the Bankruptcy Court Orders, this Agreement or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims and other rights and remedies granted in each case incurred prior to the Secured Parties pursuant Petition Date or the grant of “adequate protection” (whether payment in cash or transfer of property) with respect to any such Indebtedness which is secured by a Lien other than as set forth in the Bankruptcy Court DIP Orders, ); or (vii) any order seeking authority to take any action that is prohibited by the terms of this Agreement or the other Loan Documents (specifically including, but not limited to, or refrain from taking any action that is required to be taken by the existence, perfection, enforceability and priority terms of this Agreement or any of the Liens provided for herein and therein, and the DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 Case, or by any other act or omission whatsoeverDocuments. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party against the Loan Parties in respect of any Obligations; (ii) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties hereby agree that the Obligations shall, subject to the Carve-Out, shall (i) constitute DIP Superpriority Claims over all administrative expense claims and claims against the Loan Parties now existing or hereafter arising, of any kind or nature whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the Bankruptcy Court Orders. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to the Bankruptcy Court Orders, this Agreement or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their its sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims and other rights and remedies granted to the Secured Parties pursuant to the Bankruptcy Court Orders, this Agreement or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 Case, or by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party against the Loan Parties in respect of any Obligations; (ii) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties Except to the extent provided otherwise in a DIP Financing Order, the Borrowers hereby agree that that, the Obligations shall, subject to the Carve-Out, shall (i) constitute Superpriority DIP Superpriority Claims over all administrative expense claims and unsecured claims against the Loan Parties Borrowers now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the DIP Financing Orders, shall not be subject to any claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan other Facility Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties The Lender shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to this Agreement, the Bankruptcy Court Orders, this Agreement DIP Financing Orders or any other Loan Facility Document. If the Administrative Agent (at the Required Lenders’ directionDIP Lender shall, which shall be in their its sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative AgentDIP Lender’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, DIP Lender on the Collateral. (ii) Except as otherwise agreed to by the Required LendersDIP Lender, the Liens, Lien lien priorities, Superpriority DIP Superpriority Claims and other rights and remedies granted to the Secured Parties DIP Lender pursuant to this Agreement, the Bankruptcy Court Orders, this Agreement DIP Financing Orders or the other Loan Facility Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the Superpriority DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any Borrower or any other Loan Party the Borrowers (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of any of the Chapter 11 CaseCases, or by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) except to the extent provided in any of the DIP Financing Orders and subject to the DIP Financing Orders, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case Cases or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party the DIP Lender against the Loan Parties Borrowers in respect of any Obligations; (ii) other than as provided in the Administrative AgentDIP Financing Orders or the Facility Documents, the DIP Lender’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative AgentDIP Lender’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party DIP Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative AgentDIP Lender’s Liens under applicable non-bankruptcy law. Law. (e) In connection with any sale or Disposition of all or any portion of the Collateral or the Prepetition Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative AgentDIP Lender, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy CodeLaw, each Borrower and each other Loan Party hereby gives the Administrative DIP Lender and the Prepetition Agent (at the direction of the Required Lenders) Lenders (as defined in the Prepetition Credit Agreement)), the power and right, without assent by such Loan PartyBorrower, to “credit bid” the full amount of all Obligations and Prepetition Obligations, as applicable, in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral or Prepetition Collateral.

Certain Bankruptcy Matters. In the event a party (athe “grantor”) rejects this Agreement pursuant to Section 365 of the U.S. Bankruptcy Code, all rights and licenses granted under or pursuant to this Agreement by the grantor to the other party (the “grantee”) are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(52) of the U.S. Bankruptcy Code. The Loan Parties hereby parties agree that the Obligations shallgrantee, subject as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the grantor under the U.S. Bankruptcy Code, the grantee shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property upon written request therefor by the grantee. Such intellectual property and all embodiments thereof shall be promptly delivered to the Carve-Out, grantee [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION (i) constitute DIP Superpriority Claims over all administrative expense claims and claims against the Loan Parties now existing or hereafter arising, upon any such commencement of any kind or nature whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized a bankruptcy proceeding upon written request therefor by the Bankruptcy Court and grantee, unless the grantor elects to continue to perform all of its obligations under this Agreement or (ii) be secured if not delivered under (i) above, upon the rejection of this Agreement by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) or on behalf of the Bankruptcy Code and, to the extent provided in any of the Bankruptcy Court Orders. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Ordergrantor, as the case may be, shall control. (c) Notwithstanding anything to upon written request therefor by the contrary contained herein or elsewhere: (i) the Secured Parties grantee. The grantor shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices interfere with the rights of Lien or similar instruments the grantee as provided in any jurisdiction or filing or registration officethis Agreement, or any agreement supplementary hereto, to take possession such intellectual property (including all such embodiments thereof), including any right of any Collateral the grantee to obtain such intellectual property (or to take such embodiment) from any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to the Bankruptcy Court Orders, this Agreement or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateralentity. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims and other rights and remedies granted to the Secured Parties pursuant to the Bankruptcy Court Orders, this Agreement or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 Case, or by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party against the Loan Parties in respect of any Obligations; (ii) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Except to the extent provided otherwise in the Interim Financing Order or the Final Financing Order (as applicable), each Loan Parties Party hereby agree agrees that the Obligations shall, subject to of the Carve-Out, Loan Parties (other than of Foamex Canada) shall (i) constitute DIP Superpriority Claims superpriority allowed administrative expense claims in the Chapter 11 Case having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the such Loan Parties now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), and 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions ) of the Bankruptcy Code and all super-priority superpriority administrative expense claims granted to any other Person Person, subject, as to priority, only to Carve-Out Expenses, the establishment of which super-priority superpriority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2364 (c)(2), (c)(3) and (d)(1) of the Bankruptcy Code subject only to Specified Liens and, to the extent provided in any of the Financing Orders, shall not be subject to claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) The Agent's Liens and the administrative expense claim priority granted pursuant to clause (a) above have been independently granted by the Loan Documents, and may be independently granted by other Loan Documents heretofore or hereafter entered into. The Agent's Liens and the administrative expense claim priority granted pursuant to clause (a) above, this Agreement, the Interim Financing Order, the Final Financing Order, the CCAA Order and the other Loan Documents supplement each other, and the grants, priorities, rights and remedies of the Lenders and the Administrative Agent hereunder and thereunder are cumulative. In the event of a direct conflict between, or inconsistency amongbetween the Interim Financing Order, the Interim Bankruptcy Court Final Financing Order or the Final Bankruptcy Court CCAA Order, on the one hand, and any other Loan Document, on the other hand, the Interim Bankruptcy Court Financing Order, the Final Financing Order or the Final Bankruptcy Court CCAA Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Agent's Liens on Collateral of the Secured Loan Parties shall be deemed valid and perfected by entry of the Interim Financing Order, the Final Financing Order and the CCAA Order, as the case may be, which entry of the Interim Financing Order and the CCAA Order shall have occurred on or prior to the Closing Date. The Administrative Agent and the Lenders shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral of any of the Loan Parties or to take any other action in order to validate, render enforceable or perfect the Liens on Collateral of any of the Collateral Loan Parties granted by or pursuant to this Agreement, the Bankruptcy Court OrdersInterim Financing Order, this Agreement the Final Financing Order, the CCAA Order or any other Loan Document. If the Administrative Agent (at or the Required Lenders’ directionMajority Lenders shall, which shall be in its or their sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, Collateral of any of the Loan Parties or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s 's Liens on Collateral of the CollateralLoan Parties, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that of entry of the Interim Bankruptcy Court Financing Order or, in the case of Foamex Canada, the date on which the CCAA Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the The Liens, Lien lien priorities, DIP Superpriority Claims superpriority administrative expense claims and other rights and remedies granted to the Secured Parties Administrative Agent and the Lenders pursuant to this Agreement, the Bankruptcy Court OrdersInterim Financing Order, this Agreement the Final Financing Order, the CCAA Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims administrative expense claim priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 Case or the Canadian Case, or by any other act or omission whatsoever. (d) . Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (iA) except for the Carve-Out Expenses, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or the Canadian Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Lenders, the Bank or the Administrative Agent against any Loan Party against the Loan Parties in respect of any ObligationsObligation; (iiB) the Administrative Agent’s 's Liens on Collateral of the Collateral Loan Parties shall constitute valid, enforceable and perfected first priority Liens subject only to Specified Liens, to which such Liens shall or may be subordinate and junior, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iiiC) the Administrative Agent’s 's Liens on the Collateral of the Loan Parties shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s 's Liens under applicable non-bankruptcy nonbankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties Except to the extent provided otherwise in the Interim Order or the Final Order (as applicable), the Borrowers hereby agree that the Obligations shall, subject to the Carve-Out, shall (i) constitute DIP Superpriority Claims superpriority allowed administrative expense claims in the Chapter 11 Cases having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the Loan Parties Borrowers now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), and 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions ) of the Bankruptcy Code and all super-priority superpriority administrative expense claims granted to any other Person Person, subject, as to priority, only to the Carve Out, the establishment of which super-priority superpriority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code subject only to Specified Liens and, to the extent provided in any of the Financing Orders, shall not be subject to claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) The Collateral Agent’s Liens and the administrative expense claim priority granted pursuant to clause (a) above have been independently granted by the Credit Documents, and may be independently granted by other Credit Documents heretofore or hereafter entered into. The Collateral Agent’s Liens and the administrative expense claim priority granted pursuant to clause (a) above, this Agreement, the Interim Order, the Final Order and the other Credit Documents supplement each other, and the grants, priorities, rights and remedies of the Lenders, the Administrative Agent and the Collateral Agent hereunder and thereunder are cumulative. In the event of a direct conflict between, or inconsistency among, between the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan other Credit Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Collateral Agent’s Liens on the Secured Parties Collateral shall be deemed valid and perfected by entry of the Interim Order and the Final Order, as the case may be, which entry of the Interim Order shall have occurred on or prior to the Closing Date. The Collateral Agent, the Administrative Agent and the Lenders shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to this Agreement, the Bankruptcy Court OrdersInterim Order, this Agreement the Final Order or any other Loan Credit Document. If the Collateral Agent, the Administrative Agent (at or the Required Lenders’ directionLenders shall, which shall be in its or their sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Collateral Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the The Liens, Lien lien priorities, DIP Superpriority Claims superpriority administrative expense claims and other rights and remedies granted to the Secured Parties Collateral Agent and the Lenders pursuant to this Agreement, the Bankruptcy Court OrdersInterim Order, this Agreement the Final Order or the other Loan Credit Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims administrative expense claim priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any Borrower or any other Loan Party the Borrowers (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 CaseCases, or by any other act or omission whatsoever. (d) . Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (iA) except for the Carve Out, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case Cases or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party Lender, the Collateral Agent or the Administrative Agent against the Loan Parties Borrowers in respect of any ObligationsObligation; (iiB) the Administrative Collateral Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected Liens (subject only to Permitted Liens), which Liens shall be first priority Liens, subject only to Specified Liens, to which such Liens shall or may be subordinate and junior, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iiiC) the Administrative Collateral Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Collateral Agent, the Administrative Agent or any other Secured Party Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Collateral Agent’s Liens under applicable non-bankruptcy nonbankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Except to the extent provided in the Interim Financing Order or the Final Financing Order, each Loan Parties Party hereby agree agrees that the Obligations shall, subject to of the Carve-Out, Loan Parties (other than Foamex Canada) shall (i) constitute DIP Superpriority Claims superpriority allowed administrative expense claims in the Chapter 11 Case having priority pursuant to Section 364(c)(1) of the Bankruptcy Code over all administrative expense claims and unsecured claims against the such Loan Parties now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), and 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions ) of the Bankruptcy Code and all super-priority superpriority administrative expense claims granted to any other Person Person, subject, as to priority, only to (x) the superpriority administrative expense claims of the Working Capital Agent and the Working Capital Lenders granted pursuant to the Financing Orders, and (y) Carve-Out Expenses, the establishment of which super-priority superpriority shall have been approved and authorized by the Bankruptcy Court Court, and (ii) be secured by the Collateral pursuant to Sections Section 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code subject only to Carve-Out Expenses and Specified Liens and, to the extent provided in any of the Financing Orders, shall not be subject to claims against the Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode. (b) The Agent's Liens and the administrative expense claim priority granted above have been independently granted by the Loan Documents, and may be independently granted by other Loan Documents heretofore or hereafter entered into. The Agent's Liens and the administrative expense claim priority granted pursuant to this Agreement, the Interim Financing Order, the Final Financing Order, the CCAA Order and the other Loan Documents supplement each other, and the grants, priorities, rights and remedies of the Lenders and the Administrative Agent hereunder and thereunder are cumulative. In the event of a direct conflict between, or inconsistency amongbetween the Interim Financing Order, the Interim Bankruptcy Court Final Financing Order or the Final Bankruptcy Court CCAA Order, on the one hand, and any other Loan Document, on the other hand, the Interim Bankruptcy Court Financing Order, the Final Financing Order or the Final Bankruptcy Court CCAA Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Agent's Liens on Collateral of the Secured Loan Parties shall be deemed valid and perfected by entry of the Interim Financing Order, the Final Financing Order and the CCAA Order, as the case may be, which entry of the Interim Financing Order and the CCAA Order shall have occurred on or prior to the Closing Date. The Administrative Agent and the Lenders shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral of any of the Loan Parties or to take any other action in order to validate, render enforceable or perfect the Liens on Collateral of any of the Collateral Loan Parties granted by or pursuant to this Agreement, the Bankruptcy Court OrdersInterim Financing Order, this Agreement the Final Financing Order, the CCAA Order or any other Loan Document. If the Administrative Agent (at or the Required Lenders’ directionMajority Lenders shall, which shall be in its or their sole discretion), from time to time elects elect to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, Collateral of any Loan Party or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s 's Liens on Collateral of the CollateralLoan Parties, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that of entry of the Interim Bankruptcy Court Financing Order, or, in the case of Foamex Canada, the date on which the CCAA Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the The Liens, Lien lien priorities, DIP Superpriority Claims superpriority administrative expense claims and other rights and remedies granted to the Secured Parties Administrative Agent and the Lenders pursuant to this Agreement, the Bankruptcy Court OrdersInterim Financing Order, this Agreement the Final Financing Order, the CCAA Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims administrative expense claim priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of the Chapter 11 Case or the Canadian Case, or by any other act or omission whatsoever. (d) . Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (iA) except for the Carve-Out Expenses and the superpriority administrative expense claims of the Working Capital Agent and the Working Capital Lenders granted pursuant to the Financing Orders, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or the Canadian Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Lenders or the Administrative Agent against any Loan Party against the Loan Parties in respect of any ObligationsObligation; (iiB) the Administrative Agent’s 's Liens on Collateral of the Collateral Loan Parties shall constitute valid, enforceable and perfected first priority LiensLiens subject only to Specified Liens to which such Liens shall or may be subordinate and junior, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and; (iiiC) the Administrative Agent’s 's Liens on the Collateral of the Loan Parties shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s 's Liens under applicable non-bankruptcy nonbankruptcy law. In connection with any sale or Disposition of all or any portion ; and (D) the Agent's Liens on the Collateral of the Collateral, including Loan Parties shall be identical to the Working Capital Liens and subordinated to the Working Capital Liens solely to the extent provided in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the CollateralSenior Lenders Intercreditor Agreement.

Certain Bankruptcy Matters. The Credit Parties shall: (a) The Loan Parties hereby agree that the Obligations shall, subject to the Carve-Out, cause all proposed (i) constitute DIP Superpriority Claims over all administrative expense claims First and claims against Second Day Orders, (ii) orders related to or affecting the Loans, the Commitments, the other Obligations, the Prepetition Term Loan Parties now existing Obligations, the Prepetition Senior Secured Notes Obligations, any other financing, any sale or hereafter arisingother disposition of Collateral outside the ordinary course, cash management, adequate protection, any Plan of Reorganization and/or any kind disclosure statement related thereto, (iii) orders concerning the financial condition of Holdings or nature whatsoever, including all administrative expense claims any of its Subsidiaries or other Indebtedness of the kind specified in Sections 105, 326, 328, 330, 331Credit Parties or seeking relief under section 363, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1113 or 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the Bankruptcy Court Orders. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to the Bankruptcy Court Orders, this Agreement or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims and other rights and remedies granted to the Secured Parties pursuant to the Bankruptcy Court Orders, this Agreement or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the DIP Superpriority Claims provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise)section 9019 of the Federal Rules of Bankruptcy Procedure, or by dismissal or conversion and (iv) orders establishing procedures for administration of the Chapter 11 CaseCases or approving significant transactions submitted to the Bankruptcy Court, or in each case, proposed by the Credit Parties to be in accordance with and permitted by the terms of this Agreement and satisfactory to Administrative Agent; (b) comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases; (c) comply in a timely manner with their obligations and responsibilities as debtors in possession under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Cash Collateral Order, the DIP Order and any other act or omission whatsoever.order of the Bankruptcy Court; and (d) Without limiting the generality except as otherwise permitted by an Acceptable Plan or this Agreement, provide prior written notice as soon as reasonably practicable to Administrative Agent prior to any assumption or rejection of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case Credit Party’s or any conversion of the same Subsidiary’s material contracts or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party against the Loan Parties in respect of any Obligations; (ii) the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable material non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case residential real property leases pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions Section 365 of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties hereby agree that the Obligations shall, subject to the Carve-Out, (i) constitute DIP Superpriority Claims over use its reasonable best efforts to cause all administrative expense claims and claims against the Loan Parties now existing or hereafter arising, of any kind or nature whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code and, to the extent provided in any of the Bankruptcy Court Orders. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties shall not be required to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the Collateral granted by or pursuant to the Bankruptcy Court Orders, this Agreement or any other Loan Document. If the Administrative Agent (at the Required Lenders’ direction, which shall be in their sole discretion), from time to time elects to prepare, file, register or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the Administrative Agent’s Liens on the Collateral, proposed (A) all such documents “first day” orders and actions shall be deemed to have been filed“second day” orders, registered, published or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered, and (B) shall not negate orders relating to or impair affecting the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on the Collateral. (ii) Except as otherwise agreed to by the Required Lenders, the Liens, Lien priorities, DIP Superpriority Claims Term Loans and other rights and remedies granted to the Secured Parties pursuant to the Bankruptcy Court Orders, this Agreement or the other Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, Obligations and the DIP Superpriority Claims provided herein and therein) shall not be modifiedLoan Documents, altered or impaired in any manner by any other financing or extension use of credit Cash Collateral, any sale or incurrence other disposition of indebtedness by Collateral outside the ordinary course, cash management, adequate protection, any Plan of Reorganization and/or any disclosure statement related thereto, (C) orders concerning the financial condition of the Borrower or any of its Subsidiaries or other Indebtedness of the Loan Party (pursuant to Section 364 Parties or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or otherwise)section 9019 of the Bankruptcy Rules, or by dismissal or conversion and (D) orders establishing procedures for administration of the Chapter 11 CaseCases or approving significant transactions submitted to the Bankruptcy Court, or in each case, proposed by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party against the Loan Parties Parties, in respect each case to be in accordance with and permitted by the terms of any Obligationsthis Agreement and in form and substance reasonably satisfactory to the Required Lenders; (ii) comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases; (iii) comply in a timely manner with its obligations and responsibilities as a debtor-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the Interim Order and the Final Order, as applicable, and any other order of the Bankruptcy Court; (iv) other than in connection with exigent circumstances whereby the Loan Parties have less than three (3) Business Days’ knowledge of a filing due, at least three (3) Business Days prior to the filing thereof, provide copies to the Administrative Agent of all motions, pleadings, applications, judicial information, financial information and any other documents contemplated to be filed by the Loans Parties with the Bankruptcy Court, and receive and accept (to the extent reasonable) all comments thereto provided by the Administrative Agent’s Liens on the Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iiiv) promptly provide the Administrative Agent’s Liens on Agent with updates of any material developments in connection with the Collateral Chapter 11 Cases, whether in connection with the marketing of the Loan Parties’ assets, the formulation of bidding procedures, an auction plan, and documents related thereto, or otherwise. Without limiting the foregoing, promptly upon any such information becoming available to the Loan Parties, each Loan Party shall continue provide the Administrative Agent with copies of any informational packages provided to be validpotential bidders, enforceable draft agency agreements, purchase agreements, status reports and perfected without updated information relating to the need for sale of assets, and copies of all drafts of proposed sale documentation, any such bids and any updates, modifications or supplements to such information and materials. Notwithstanding the foregoing, to the extent the Administrative Agent or an affiliate thereof submits a bid for substantially all of the Loan Parties’ assets, the Loan Parties shall only provide information regarding the sale process that would not be deemed to provide preferential treatment to such bidder; provided that, for the avoidance of doubt, information regarding the number and identity of the parties contacted and the overview of the marketing efforts undertaken in connection with the sale process shall not be deemed to provide preferential treatment and shall be disclosed, and provided further that, if at any other Secured Party time, the Administrative Agent is not part of the sale process, then the Loan Parties shall provide full and complete information regarding the sale process to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative Agent’s Liens under applicable non-bankruptcy law. In connection with any sale or Disposition of all or any portion of the Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative Agent, in accordance with applicable law and, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral.

Certain Bankruptcy Matters. (a) The Loan Parties Except to the extent provided otherwise in a DIP Financing Order, Borrowers hereby agree that the Obligations shall, subject to the Carve-Out, shall (i) constitute Superpriority DIP Superpriority Claims over all administrative expense claims and unsecured claims against the Loan Parties Borrowers now existing or hereafter arising, of any kind or nature whatsoever, including including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of the Final Bankruptcy Court Order), 507(a), 507(b), 546(c), 546(d), 726, 11131114, 1114 or any other provisions of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person Person, the establishment of which super-priority shall have been approved and authorized by the Bankruptcy Court Court, subject only to the DIP Lender Carve-Out and (ii) be secured by the Collateral pursuant to Sections 364(c)(2), (c)(3) 364(c)(3), and (d)(1364(d) of the Bankruptcy Code and, to the extent provided in any of the DIP Financing Orders, shall not be subject to any claims against the DIP Collateral pursuant to Section 506(c) of the Bankruptcy Court OrdersCode, subject only to the DIP Lender Carve-Out, which shall have priority over DIP Lender with regard to the DIP Collateral. (b) In the event of a conflict between, or inconsistency among, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, on the one hand, and any other DIP Loan Document, on the other hand, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall control. (c) Notwithstanding anything to the contrary contained herein or elsewhere: (i) the Secured Parties The DIP Lender shall not be required to prepare, file, register register, or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or to take possession of any DIP Collateral or to take any other action in order to validate, render enforceable or perfect the Liens on the DIP Collateral granted by or pursuant to this Agreement, the Bankruptcy Court Orders, this Agreement DIP Financing Orders or any other DIP Loan Document. If the Administrative Agent (at the Required Lenders’ directionDIP Lender shall, which shall be in their its sole discretion), from time to time elects elect to prepare, file, register register, or publish any such financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments, take possession of any DIP Collateral, or take any other action to validate, render enforceable enforceable, or perfect all or any portion of the Administrative AgentDIP Lender’s Liens on the DIP Collateral, (A) all such documents and actions shall be deemed to have been filed, registered, published published, or recorded or taken at the time and on the date that the Interim Bankruptcy Court Order is entered or, if no Interim Order is entered, the date the Final Order is entered, and (B) shall not negate or impair the validity or effectiveness of this Section 2.14(c) or of the perfection of any other Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, DIP Lender on the DIP Collateral. (ii) Except as otherwise agreed to by the Required LendersDIP Lender, the Liens, Lien lien priorities, Superpriority DIP Superpriority Claims Claims, and other rights and remedies granted to the Secured Parties DIP Lender pursuant to this Agreement, the Bankruptcy Court DIP Financing Orders, this Agreement or the other DIP Loan Documents (specifically including, but not limited to, the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the Superpriority DIP Superpriority Claims provided herein and therein) shall not be modified, altered altered, or impaired in any manner by any other financing or extension of credit or incurrence of indebtedness debt by any Borrower or any other Loan Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by dismissal or conversion of any of the Chapter 11 Case, or by any other act or omission whatsoever. (d) Without limiting the generality of the foregoing, notwithstanding any such financing, extension, incurrence, dismissal, conversion, act or omission: (i) except to the extent provided in any of the DIP Financing Orders and subject to the DIP Financing Orders, no costs or expenses of administration which have been or may be incurred in the Chapter 11 Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of any Secured Party the DIP Lender against the Loan Parties Borrower in respect of any Obligations, but subject to the DIP Lender Carve-Out; (ii) other than as provided in the Administrative AgentDIP Financing Orders or the DIP Loan Documents, the DIP Lender’s Liens on the DIP Collateral shall constitute valid, enforceable and perfected first priority Liens, and shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; and (iii) the Administrative AgentDIP Lender’s Liens on the DIP Collateral shall continue to be valid, enforceable and perfected without the need for the Administrative Agent or any other Secured Party DIP Lender to prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, notices of Lien or similar instruments or to otherwise perfect the Administrative AgentDIP Lender’s Liens under applicable non-bankruptcy law. Law. (iv) upon the earlier of (A) the occurrence of an Event of Default or (B) the Maturity Date, the DIP Lender shall be required to advance funds to the Borrowers’ estates in an amount, which shall not exceed the amount of any remaining availability under the Commitment, sufficient to pay all accrued but unpaid administrative claims (excluding professional fees except as provided for herein) incurred in the ordinary course of the Borrowers’ business in accordance with the terms of the Approved Budget (subject to any Permitted Variance), that were incurred during the time period between the effective date of the DIP Facility through the earlier of (X) the date of any Event of Default or (Y) the Maturity Date; provided, however, that professional fees incurred after an Event of Default shall be paid in accordance with the conditions and terms governing the Carve Out. (e) In connection with any sale or Disposition of all or any portion of the DIP Collateral, including in each case pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or as part of restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code, or at any sale or foreclosure conducted by the Administrative AgentDIP Lender, in accordance with applicable law andLaw, with respect to any credit bid, Section 363(k) of the Bankruptcy Code, each Borrower and each other Loan Party hereby gives the Administrative Agent (at the direction of the Required Lenders) the power and right, without assent by such Loan Party, to DIP Lender may “credit bid” the full amount of all Obligations in order to purchase (either directly or through one or more acquisition vehicles) all or any portion of the DIP Collateral. In connection with the foregoing, the DIP Lender shall have the right to assign its right to purchase all or any portion of the Borrower’s assets in connection with any such “credit bid” to a newly-formed acquisition vehicle that is an affiliate of DIP Lender; provided, however, that any such assignee of the DIP Lender shall not have any shareholder, member, officer, director, or any Insider (as defined in Bankruptcy Code Section 101(31)) of any of the foregoing in common with any of the management , member, officer, director or shareholders of Borrowers or any Insider of any of the foregoing. (f) As adequate protection for the Existing Lenders’ security interests, the Interim Order and Final Order may permit replacement liens on all property of Borrowers’ bankruptcy estates of the type in which the Existing Lenders have valid, perfected, enforceable, non-avoidable, and unsubordinated security interests as of the Petition Date (the “Adequate Protection Liens”). The Adequate Protection Liens shall be junior in priority to the DIP Lender’s Liens on the DIP Collateral in the same types of property. No portion of the DIP Facility shall be required to make payments to the Existing Lenders as and for adequate protection or for payments under 11 U.S.C. § 506(b), unless agreed to in writing by the DIP Lender.