Common use of Priority and Liens Applicable to Loan Parties Clause in Contracts

Priority and Liens Applicable to Loan Parties. Subject to completion of the filings set forth in Section 7.2.18, The Borrower hereby covenants, represents and warrants that, upon the execution of this Agreement and upon the entry of the Interim Order (and when applicable, the Final Order), all Obligations of the Loan Parties: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall be entitled to joint and several superpriority administrative claim status in the Chapter 11 Cases; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a perfected first priority lien on all of the Debtors’ tangible and intangible property that is not subject to valid, perfected and non-avoidable liens in existence as of the Petition Date; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all of the Debtors’ tangible and intangible property, that is subject to valid, perfected and non-avoidable liens in existence on the Petition Date or to valid liens in existence on the Petition Date that are subsequently perfected as permitted by Section 546(b) of the Bankruptcy Code (other than property that is subject to the existing liens, rights or interests that secure the obligations of the Borrower and the Guarantors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, which liens, rights and interests shall be primed by the liens to be granted to the Administrative Agent as described in clause (iv) below); and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority, senior priming lien on all of the Debtors’ property that is subject to existing liens, rights and interests that secure the obligations of the Debtors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, all of which existing liens, rights and interests (the “Primed Liens”) shall be primed by and made subject and subordinate to the perfected first priority senior liens to be granted to the Administrative Agent for its and the Lenders’ benefit, which senior priming liens in favor of the Administrative Agent shall also prime any liens granted after the Petition Date to provide adequate protection in respect of any of the Primed Liens but shall not prime valid, perfected and non-avoidable liens, if any, to which the Primed Liens are validly subject as of the Petition Date and to the extent not in violation of the agreements as to which the Primed Liens were granted; subject in the case of each of the proceeding paragraphs, only to the Carve Out, and, in each case, as set forth in the Orders.

Priority and Liens Applicable to Loan Parties. Subject to completion of the filings set forth in Section 7.2.18The Borrowers hereby covenant, The Borrower hereby covenants, represents represent and warrants warrant that, upon the execution of this Agreement and upon the entry of the Interim Order (and when applicable, the Final Order), all the Obligations of the Loan Parties: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall be entitled to at all times constitute joint and several superpriority administrative claim status Superpriority Claims in the Chapter 11 CasesCases (but excluding a claim on Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority lien Lien on all of the Debtors’ real, personal, tangible and intangible property of the Loan Parties’ respective estates in the Cases (including, without limitation, all of the outstanding shares of capital stock of Subsidiaries of the Company (limited, in the case of voting capital stock of Foreign Subsidiaries, to 65% of the voting capital stock of first tier Foreign Subsidiaries to the extent a pledge of a greater percentage of such stock could reasonably be expected to result in material adverse tax consequences to the Company or any of its Subsidiaries as reasonably determined by the Company) that is not subject to valid, perfected and non-avoidable liens in existence as of the Petition DateDate (other than Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); provided that notwithstanding such exclusion of avoidance actions, the proceeds of such actions (including, without limitation, assets as to which Liens are avoided) shall, after entry of the Final Order, be subject to such Liens under Section 364(c)(2) of the Bankruptcy Code and available to repay the Loans and all other Obligations of the Loan Parties); (iii) pursuant to Section 364(d) of the Bankruptcy Code, shall at all times be secured by a perfected first priority priming lien on all real, personal, tangible and intangible property of the Loan Parties subject to an existing lien securing any outstanding debt under the Prepetition Credit Facilities; (iv) pursuant to Section 6.1 of the Prepetition Intercreditor Agreement (and, to the extent applicable, Section 364(d) of the Bankruptcy Code), shall be secured by a perfected first priority priming Lien on all real, personal, tangible and intangible property of the Loan Parties subject to a Lien securing the Prepetition Secured Notes; and (v) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on Lien upon all of the Debtors’ real, personal, tangible and intangible property, property of the Loan Parties’ respective estates in the Cases that is subject to valid, perfected and non-avoidable liens Liens in existence on the Petition Date or to valid liens Liens in existence on the Petition Date that are subsequently perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (Code, in each case other than property that is subject to the existing liens, rights or interests that secure Liens securing the obligations of the Borrower Prepetition Credit Facilities and the Guarantors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, which liens, rights and interests shall be primed by the liens to be granted to the Administrative Agent as described in clause (iv) below); and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority, senior priming lien on all of the Debtors’ property that is subject to existing liens, rights and interests that secure the obligations of the Debtors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, all of which existing liens, rights and interests (the “Primed Liens”) shall be primed by and made subject and subordinate to the perfected first priority senior liens to be granted to the Administrative Agent for its and the Lenders’ benefit, which senior priming liens in favor of the Administrative Agent shall also prime any liens granted after the Petition Date to provide adequate protection in respect of any of the Primed Liens but shall not prime valid, perfected and non-avoidable liens, if any, to which the Primed Liens are validly subject as of the Petition Date and to the extent not in violation of the agreements as to which the Primed Liens were grantedPrepetition Secured Notes; subject in the case of each of the proceeding paragraphs, only to the Carve Out, and, in each case, as set forth in the OrdersOrders (the property set forth in clauses (ii) — (v) above, the “Collateral”).

Priority and Liens Applicable to Loan Parties. Subject to completion of the filings set forth in Section 7.2.18(a) The Borrowers hereby covenant, The Borrower hereby covenants, represents represent and warrants warrant that, upon the execution of this Agreement and upon the entry of the Interim Order (and when applicable, the Final Order), all the Obligations of the Loan Parties: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall be entitled to at all times constitute joint and several superpriority administrative claim status Superpriority Claims in the Chapter 11 CasesCases (but excluding a claim on Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority lien Lien on all of the Debtors’ real, personal, tangible and intangible property of the Loan Parties’ respective estates in the Cases (including, without limitation, all of the outstanding shares of capital stock of Subsidiaries of the Company (limited, in the case of voting capital stock of Foreign Subsidiaries, to 65% of the voting capital stock of first tier Foreign Subsidiaries to the extent a pledge of a greater percentage of such stock could reasonably be expected to result in material adverse tax consequences to the Company or any of its Subsidiaries as reasonably determined by the Company) that is not subject to valid, perfected and non-avoidable liens in existence as of the Petition DateDate (other than Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); provided that notwithstanding such exclusion of avoidance actions, the proceeds of such actions (including, without limitation, assets as to which Liens are avoided) shall, after entry of the Final Order, be subject to such Liens under Section 364(c)(2) of the Bankruptcy Code and available to repay the Loans and all other Obligations of the Loan Parties); (iii) pursuant to Section 364(d) of the Bankruptcy Code, shall at all times be secured by a perfected first priority priming lien on all real, personal, tangible and intangible property of the Loan Parties subject to an existing lien securing any outstanding debt under the Prepetition Credit Facilities; (iv) pursuant to Section 6.1 of the Prepetition Intercreditor Agreement (and, to the extent applicable, Section 364(d) of the Bankruptcy Code), shall be secured by a perfected first priority priming Lien on all real, personal, tangible and intangible property of the Loan Parties subject to a Lien securing the Prepetition Secured Notes; and (v) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on Lien upon all of the Debtors’ real, personal, tangible and intangible property, property of the Loan Parties’ respective estates in the Cases that is subject to valid, perfected and non-avoidable liens Liens in existence on the Petition Date or to valid liens Liens in existence on the Petition Date that are subsequently perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (other than property that is subject to the existing liens, rights or interests that secure the obligations of the Borrower and the Guarantors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, which liens, rights and interests shall be primed by the liens to be granted to the Administrative Agent as described in clause (iv) below); and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority, senior priming lien on all of the Debtors’ property that is subject to existing liens, rights and interests that secure the obligations of the Debtors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, all of which existing liens, rights and interests (the “Primed Liens”) shall be primed by and made subject and subordinate to the perfected first priority senior liens to be granted to the Administrative Agent for its and the Lenders’ benefit, which senior priming liens in favor of the Administrative Agent shall also prime any liens granted after the Petition Date to provide adequate protection in respect of any of the Primed Liens but shall not prime valid, perfected and non-avoidable liens, if any, to which the Primed Liens are validly subject as of the Petition Date and to the extent not in violation of the agreements as to which the Primed Liens were granted; subject in the case of each of the proceeding paragraphs, only to the Carve Out, and, in each case, as set forth in case other than the OrdersLiens securing the Prepetition Second Lien Notes.

Priority and Liens Applicable to Loan Parties. Subject to completion of the filings set forth in Section 7.2.18, The Borrower hereby covenants, represents and warrants that, upon the execution of this Agreement and upon the (a) Upon entry of the Interim Bankruptcy Court Order (or Final Bankruptcy Court Order and when applicablesubject to the terms thereof, as the case may be, the Final Order)Obligations, all Obligations Liens and security interests in favor of the Loan PartiesAdministrative Agent referred to in 10.04(a) hereof shall, subject to the Carve Out, at all times: (i) pursuant to Section Bankruptcy Code Sections 364(c)(1) ), 503 and 507, all of the Bankruptcy Code, Obligations and the ABL Facility Indebtedness shall be entitled to joint and several constitute allowed superpriority administrative claim status expense claims (“DIP Superpriority Claims”), which DIP Superpriority Claims in respect of the Chapter 11 CasesTerm Loan and the ABL Facility Indebtedness shall rank pari passu with each other and superior to all other claims; (i) the DIP Superpriority Claims in respect of the Term Loan and the DIP Superpriority Claims in respect of the ABL Facility Indebtedness shall rank equally in priority and share on a 50%/50% basis with respect to all amounts payable in respect of such superpriority administrative expense claims and (ii) upon the entry of the Final Bankruptcy Court Order, the DIP Superpriority Claims shall attach to the Avoidance Actions; (ii) pursuant to Bankruptcy Code Section 364(c)(2) of the Bankruptcy Code), shall be secured by a perfected first priority lien on and security interest in all unencumbered assets of (i) the Loan Parties other than Excluded Assets (now or hereafter acquired and all proceeds thereof) and (ii) the Canadian Subsidiaries of a Loan Party other than Excluded Subsidiary Assets (now or hereafter acquired and all proceeds thereof); provided that such liens shall rank equally in priority and share on a 50%/50% basis with the Liens in respect of the Debtors’ tangible and intangible property that is not subject ABL Facility Indebtedness on such unencumbered assets granted pursuant to validthe Interim Bankruptcy Court Order (but excluding, perfected and non-avoidable liens in existence as for the avoidance of doubt, the Petition DateSegregated Operating Account); (iii) pursuant to Bankruptcy Code Section 364(c)(2), a first priority lien on the Segregated Operating Account, the funds maintained in such account and all proceeds thereof; (iv) pursuant to Bankruptcy Code Section 364(c)(3) of the Bankruptcy Code), shall be secured by a perfected junior lien on and security interest in all assets of the Loan Parties encumbered by a first priority lien under ABL Facility Indebtedness (now or hereafter acquired and all proceeds thereof) (the “ABL Collateral”); provided that such lien on the ABL Collateral shall be junior in priority and subordinate to the Liens in respect of ABL Facility Indebtedness and senior in priority to any other lien on the ABL Collateral (including without limitation, the Liens in respect of the Prepetition Obligations under the Prepetition Term Loan Documents) securing any other indebtedness of the Loan Parties; and (v) pursuant to Bankruptcy Code Section 364(d), a first priority priming lien on and security interest in (the “Priming Liens”) all assets of the Loan Parties encumbered by a first priority lien under the Prepetition Term Loan Documents not otherwise described in clauses (i) through (iv) above (now or hereafter acquired and all proceeds thereof) that were subject to a lien as of the Petition Date; provided that such Priming Liens shall be senior in priority to the Liens in respect of the Prepetition Obligations under the Prepetition Term Loan Documents and the Liens in respect of ABL Facility Indebtedness; (b) The Priming Liens shall prime all of the Debtors’ tangible liens securing the Prepetition Indebtedness with respect to the Term Loan Documents, but the liens so created as described in clauses (a)(ii), (a)(iv), and intangible property, that is (a)(v) above shall be subject to valid, perfected and non-avoidable liens in existence on “Permitted Liens” (as such term is defined under the Prepetition Term Loan Agreement) as of the Petition Date Date. (c) The Liens to be granted by the Bankruptcy Court shall cover all property of the Loan Parties (now or hereafter acquired and all proceeds thereof), including property or assets that do not secure the Prepetition Indebtedness, except until entry of the Final Bankruptcy Court Order, the Avoidance Actions, and as otherwise agreed to valid liens by the Required Lenders in existence on their sole discretion. (d) As used in the Petition Date that are subsequently perfected as permitted Interim Bankruptcy Court Order and the Final Bankruptcy Court Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in clause (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under Section 546(b726(b) of the Bankruptcy Code (other than property that is subject without regard to the existing liensnotice set forth in clause (iii) below); (iii) to the extent allowed at any time, rights whether by interim order, procedural order, or interests that secure otherwise, all unpaid fees and expenses (the obligations “Allowed Professional Fees”) incurred by persons or firms retained by the Loan Parties pursuant to Sections 327, 328, or 363 of the Borrower and Bankruptcy Code (the Guarantors under “Debtor Professionals”) at any time before or in connection with on the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, which liens, rights and interests shall be primed first business day following delivery by the liens to be granted to the Administrative Agent of a Carve Out Trigger Notice (as described defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Debtor Professionals in an aggregate amount not to exceed $750,000 incurred after the first business day following delivery by the Administrative Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) belowbeing the “Post-Carve Out Trigger Notice Cap”); and . For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (ivor other electronic means) by the Administrative Agent to the Loan Parties, their lead restructuring counsel, and the U.S. Trustee, which notice may be delivered following the occurrence and during the continuation of an Event of Default and acceleration of the Obligations hereunder pursuant to Section 364(d)(1) of 8.02, stating that the Bankruptcy Code, shall be secured by a perfected first priority, senior priming lien on all of the Debtors’ property that is subject to existing liens, rights and interests that secure the obligations of the Debtors under or in connection with the PrePost-Petition Credit Agreement and the Pre-Petition Note Agreements, all of which existing liens, rights and interests (the “Primed Liens”) shall be primed by and made subject and subordinate to the perfected first priority senior liens to be granted to the Administrative Agent for its and the Lenders’ benefit, which senior priming liens in favor of the Administrative Agent shall also prime any liens granted after the Petition Date to provide adequate protection in respect of any of the Primed Liens but shall not prime valid, perfected and non-avoidable liens, if any, to which the Primed Liens are validly subject as of the Petition Date and to the extent not in violation of the agreements as to which the Primed Liens were granted; subject in the case of each of the proceeding paragraphs, only to the Carve Out, and, in each case, as set forth in the OrdersOut Trigger Notice Cap has been invoked.

Priority and Liens Applicable to Loan Parties. Subject to completion of the filings set forth in Section 7.2.18, The Borrower hereby covenants, represents and warrants that, upon the execution of this Agreement and upon the (a) Upon entry of the Interim Bankruptcy Court Order (and when or Final Bankruptcy Court Order, as applicable, and subject to the Final Order), all Obligations of terms thereof and the Loan PartiesCarve Out: (i) pursuant to Section Bankruptcy Code Sections 364(c)(1) ), 503 and 507, all of the Obligations, the ABL Credit Agreement Obligations and the obligations owed to the other DIP Secured Parties (as defined in the Interim Bankruptcy Code, Court Order) shall be entitled to joint and several constitute allowed superpriority administrative claim status expense claims (“DIP Superpriority Claims”), which DIP Superpriority Claims in respect of the Chapter 11 CasesObligations and the ABL Credit Agreement Obligations and the other obligations owed to the other DIP Secured Parties shall rank pari passu with each other and superior to all other claims (other than the Carve Out); (ii) pursuant to Bankruptcy Code Section 364(c)(2) of with respect to all “DIP Collateral” (as defined in the Bankruptcy Code, shall be secured by a perfected first priority lien on all of the Debtors’ tangible and intangible property Court Order) that is was not otherwise subject to valid, perfected perfected, enforceable and non-avoidable unavoidable liens in existence as of on the Petition Date;Date subject to the Carve Out: (a) a Lien on and security interest in all such Collateral that is “Prepetition ABL/FILO Priority Collateral” under the Intercreditor Agreement junior only to the Lien securing the ABL Credit Agreement Obligations, the Prepetition ABL/FILO Adequate Protection Liens, the Contingent ABL/FILO Liens and the Carve Out; and (b) a first priority Lien on and security interest in all other such Collateral (pari passu with the Xxxxx Xxxx and the Canadian Intercompany Lien). (iii) pursuant to Bankruptcy Code Section 364(c)(3) 364(c)(2), a Lien on and security interest in the proceeds of the Bankruptcy Code, Avoidance Actions; provided that such Lien shall be secured by a perfected junior lien on all of the Debtors’ tangible in priority and intangible property, that is subject to valid, perfected and non-avoidable liens in existence on the Petition Date or to valid liens in existence on the Petition Date that are subsequently perfected as permitted by Section 546(b) of the Bankruptcy Code (other than property that is subject subordinate to the existing liens, rights or interests that secure the obligations Liens only in respect of the Borrower ABL Credit Agreement Obligations and the Guarantors under or in connection Carve Out and pari passu with the Pre-Petition Credit Agreement Xxxxx Xxxx and the Pre-Petition Note Agreements, which liens, rights and interests shall be primed by the liens to be granted to the Administrative Agent as described in clause (iv) below); andCanadian Intercompany Lien; (iv) pursuant to Bankruptcy Code Section 364(d)(1) 364(c)(3), a Lien on and security interest in all ABL Priority Collateral of the Bankruptcy Code, Loan Parties (now or hereafter acquired and all proceeds thereof); provided that such Lien on the ABL Priority Collateral shall be secured by a perfected first priority, senior priming lien on all of the Debtors’ property that is subject to existing liens, rights and interests that secure the obligations of the Debtors under or junior in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, all of which existing liens, rights and interests (the “Primed Liens”) shall be primed by and made subject priority and subordinate to the perfected first priority senior liens to be granted to the Administrative Agent for its and the Lenders’ benefit, which senior priming liens in favor of the Administrative Agent shall also prime any liens granted after the Petition Date to provide adequate protection Liens in respect of any ABL Credit Agreement Obligations and the Carve Out and pari passu with the Xxxxx Xxxx and the Canadian Intercompany Liens and senior in priority to the Liens in respect of the Primed Liens but shall Prepetition Obligations under the Prepetition Term Loan Documents; and (v) pursuant to Bankruptcy Code Section 364(d), a first priority priming Lien on and security interest in (the “Priming Liens”) all assets of the Loan Parties encumbered by a first priority lien under the Prepetition Term Loan Documents not prime valid, perfected otherwise described in clauses (i) through (v) above (now or hereafter acquired and non-avoidable liens, if any, all proceeds thereof) that were subject to which the Primed Liens are validly subject a Lien as of the Petition Date; provided that such Priming Liens shall be senior in priority to the Liens in respect of the Prepetition Term Loan Obligations under the Prepetition Term Loan Documents and the Liens in respect of ABL Credit Agreement and pari passu in priority with the Xxxxx Xxxx and the Canadian Intercompany Lien. (b) The Priming Liens shall prime all of the Liens securing the Prepetition Term Loan with respect to the Loan Documents, but the Liens so created as described in clauses (a)(iv), and (a)(v) above shall be subject valid, perfected, enforceable and unavoidable Liens existing as of the Petition Date. (c) The Liens to be granted by the Bankruptcy Court on the Collateral shall cover all such property of the Loan Parties (now or hereafter acquired and all proceeds thereof), including property or assets that do not secure the Prepetition Indebtedness except as expressly excluded under the Security Agreement. (d) All of the Liens described herein with respect to the Collateral shall be effective and perfected as of the Interim Bankruptcy Court Order Entry Date and without the necessity of the execution or filing of mortgages, security agreements, pledge agreements, financing statements or other notices or agreements, the taking of possession or control or any other action. (e) Notwithstanding anything herein or in any Loan Document to the extent not in violation contrary, (1) no DIP Superpriority Claims shall be valid or asserted against Toys “R” Us (Canada) Ltd./Toys “R” Us (Canada) Ltee or any other CFC or CFC Holdco (other than TRU of Puerto Rico, Inc.); (2) none of the agreements as assets of Toys “R” Us (Canada) Ltd./Toys “R” Us (Canada) Ltee or of any other CFC or CFC Holdco (other than TRU of Puerto Rico, Inc.) shall be subject to which the Primed Liens were granted; subject in the case of each any of the proceeding paragraphsliens described in this Section 11.02; and (3) no more than 65 percent of the voting Equity Interests of any CFC (including Toys “R” Us (Canada) Ltd./Toys “R” Us (Canada) Ltee but excluding TRU of Puerto Rico, only Inc.) or CFC Holdco shall be subject to any of the liens described in this Section 11.02), provided, that if any voting stock of any such CFC or CFC Holdco is pledged with respect to the Carve OutPrepetition Term Loan Documents, andsuch stock shall constitute the stock that is part of the Collateral unless the parties otherwise reasonably agree. (f) Notwithstanding the equal ranking and priority of Liens securing the Obligations, the Xxxxx Loans and the TRU Canada Loans, the Collateral Agent shall have sole and exclusive control over the enforcement of such Liens and the exercise of any remedies in each case, respect thereof for so long as any Obligations remain outstanding. (g) All capitalized terms used in this Section 11.02 not otherwise defined herein shall have the meanings set forth in the OrdersBankruptcy Court Order.

Priority and Liens Applicable to Loan Parties. Subject to completion of the filings set forth in Section 7.2.18The Borrowers hereby covenant, The Borrower hereby covenants, represents represent and warrants warrant that, upon the execution of this Agreement and upon the entry of the Interim Order (and when applicable, the Final Order), all the Obligations of the Loan Parties: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall be entitled to at all times constitute joint and several superpriority administrative claim status Superpriority Claims in the Chapter 11 CasesCases (but excluding a claim on Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority lien Lien on all of the Debtors’ real, personal, tangible and intangible property of the Loan Parties’ respective estates in the Cases (including, without limitation, all of the outstanding shares of capital stock of Subsidiaries of the Company (limited, in the case of voting capital stock of Foreign Subsidiaries, to 65% of the voting capital stock of first tier Foreign Subsidiaries to the extent a pledge of a greater percentage of such stock could reasonably be expected to result in material adverse tax consequences to the Company or any of its Subsidiaries as reasonably determined by the Company) that is not subject to valid, perfected and non-avoidable liens in existence as of the Petition DateDate (other than Avoidance Actions and, prior to entry of the Final Order, the proceeds of Avoidance Actions); provided that notwithstanding such exclusion of avoidance actions, the proceeds of such actions (including, without limitation, assets as to which Liens are avoided) shall, after entry of the Final Order, be subject to such Liens under Section 364(c)(2) of the Bankruptcy Code and available to repay the Loans and all other Obligations of the Loan Parties); (iii) pursuant to Section 364(d) of the Bankruptcy Code, shall at all times be secured by a perfected first priority priming lien on all real, personal, tangible and intangible property of the Loan Parties subject to an existing lien securing any outstanding debt under the Prepetition Credit Facilities; (iv) pursuant to Section 6.1 of the Prepetition Intercreditor Agreement (and, to the extent applicable, Section 364(d) of the Bankruptcy Code), shall be secured by a perfected first priority priming Lien on all real, personal, tangible and intangible property of the Loan Parties subject to a Lien securing the Prepetition Secured Notes; and (v) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on Lien upon all of the Debtors’ real, personal, tangible and intangible property, property of the Loan Parties’ respective estates in the Cases that is subject to valid, perfected and non-avoidable liens Liens in existence on the Petition Date or to valid liens Liens in existence on the Petition Date that are subsequently perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (Code, in each case other than property that is subject to the existing liens, rights or interests that secure Liens securing the obligations of the Borrower Prepetition Credit Facilities and the Guarantors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, which liens, rights and interests shall be primed by the liens to be granted to the Administrative Agent as described in clause (iv) below); and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority, senior priming lien on all of the Debtors’ property that is subject to existing liens, rights and interests that secure the obligations of the Debtors under or in connection with the Pre-Petition Credit Agreement and the Pre-Petition Note Agreements, all of which existing liens, rights and interests (the “Primed Liens”) shall be primed by and made subject and subordinate to the perfected first priority senior liens to be granted to the Administrative Agent for its and the Lenders’ benefit, which senior priming liens in favor of the Administrative Agent shall also prime any liens granted after the Petition Date to provide adequate protection in respect of any of the Primed Liens but shall not prime valid, perfected and non-avoidable liens, if any, to which the Primed Liens are validly subject as of the Petition Date and to the extent not in violation of the agreements as to which the Primed Liens were grantedPrepetition Secured Notes; subject in the case of each of the proceeding paragraphs, only to the Carve Out, and, in each case, as set forth in the Orders.Orders (the property set forth in clauses (ii) –