Common use of Priority and Liens Clause in Contracts

Priority and Liens. (1) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by perfected first priority Liens on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by perfected Liens upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, the

Priority and Liens. (1) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim OrderOrder (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i6.03(vi) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; , (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vi) shall at all times be secured by a perfected first priority Liens on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; , (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vi) shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement, as to which the Liens Lien in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted LiensDate, junior to such valid and perfected Liens; , and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vi) shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) including without limitation, accounts receivable, inventory, equipment, property, interests in leaseholds, intellectual property and the existing Liens that secure the obligations capital stock of all direct or indirect Subsidiaries of the Borrower and the Guarantors proceeds thereof) that is subject to existing Liens that presently secure the Borrower's and the Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens Agreement and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; Agreement, subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 2,500,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided that following the Termination Date 30 amounts in the Letter of Credit Account shall not be subject to the Carve-Out. The Banks agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Final Order, the Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Super-Priority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (includingCollateral, including without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit L/C Cash Collateral Account and any direct investments of the funds contained therein; , that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens second priority Lien upon all pre-petition and post-petition property of Collateral (other than the Borrower and Prepetition Collateral securing the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Prepetition Supplemental Term Loans, as to which the Liens Lien in favor of the Agent Agents and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to a Permitted Lien, including, without limitation, valid and perfected Liens in existence on the Filing Petition Date or valid Liens perfected (includingbut not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, without limitationjunior to such Permitted Liens, Accounts provided that the Liens granted in existence as favor of the Filing Date that are subject Agents and the Lenders shall be senior to valid and perfected any Permitted Lien which is expressly stated herein to be junior to the Liens in favor of the Real Estate Financiers Agents and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted LiensLenders, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Borrower Prepetition Collateral securing the Prepetition Supplemental Term Loans and the Guarantors that is subject to (A) the existing Liens that secure the obligations any Property of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence Debtors on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens a Lien is granted after the Filing Petition Date to provide adequate protection in respect of the Existing Agreements; Prepetition Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to (x) in the event of following the occurrence and during the continuance of a Default or an Event of Default, the payment (as the same may be due and payable) of (1) accrued and unpaid professional fees and disbursements theretofore incurred as allowed pursuant to Sections 105, 327, 328, 330, 503(b) or 1103(a) of the occurrence Bankruptcy Code and during incurred by the continuance professionals retained by the Borrower, the Steering Committee and any statutory committee of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during unsecured creditors appointed in the time of such continuance Case in an aggregate amount not to exceed $1,000,000 (in excess of $3,500,000, in each case addition to compensation previously accrued (to the extent it is ultimately allowed by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court Court) whether or not paid) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. ? 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided, further, that following the Termination Date amounts in the L/C Cash Collateral Account shall not be subject to the Carve-Out. The Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, or as otherwise required to be paid by the Plan of Reorganization, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim OrderOrder and the Final Order (when entered), the Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases Case having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code and any and all expenses and claims of the Borrower, whether heretofore or hereafter incurred, including but not limited to the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 1112 or 1114 of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower (excluding the Borrower’s rights in respect of avoidance actions and the Guarantors (including, without limitation, all Accounts arising after proceeds thereof under the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the ObligationsBankruptcy Code) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained thereinBorrower’s cash and cash equivalents; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Petition Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Petition Date or that are perfected subsequent to the Filing Petition Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) without limiting the scope of the Liens described in clauses (ii) and (iii) above, pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and to repay the Guarantors under and in connection with the Existing Agreements (subject Obligations shall be secured by a perfected Lien, pursuant to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18364(d)(1) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode, upon all property of the Borrower that secures (x) the Montana Collateral and (By) the South Dakota Collateral, which Lien shall have the same priority vis a vis each other Lien on the same collateral as the Lien which secured the Montana Bonds and the South Dakota Bonds, respectively, immediately prior to the repayment in full of the CSFB Loans on the Term Loan Commitment Effective Date and to any Liens granted after the Filing Petition Date to provide adequate protection in respect thereof; provided that (i) the proceeds of the Existing Agreements; Montana Collateral shall only be available to the Secured Parties in respect of Obligations not to exceed the Montana Maximum Amount and (ii) the proceeds of the South Dakota Collateral shall only be available to the Secured Parties in respect of Obligations not to exceed the South Dakota Maximum Amount (the limitation contained in the foregoing proviso will only apply to the proceeds of the collateral secured by the Liens described in this clause(iv) and not to any other Liens in favor of the Secured Parties), subject in each of clauses (i), (ii), (iii) and (iv) only to (x) the Carve-Out. Notwithstanding anything in the event any Loan Document, no portion of the occurrence and during the continuance of an Event of Default, Carve-Out shall be utilized for the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during in connection with any challenge to the time amount, extent, priority, validity, perfection or enforcement of such continuance in an aggregate amount not in excess the indebtedness of $3,500,000, in each case by the BorrowerLoan Parties owing to the Agent, the Guarantors LC Issuer or the Lenders or to the Collateral. The Agent, the LC Issuer and the Lenders agree that (a) so long as no Default or Unmatured Default shall have occurred, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out and (b) the amount of any statutory committee appointed retainers received by any professionals retained in the Cases Case shall not reduce the Carve-Out. In addition, each Loan Party acknowledges and allowed by an order agrees that each Guarantor is granting Liens to the Agent for the benefit of the Bankruptcy Court and (y) the payment of unpaid fees Secured Parties pursuant to 28 U.S.C. ss. 1930 the Security Agreement and the Mortgages (if any) to the Clerk of the Bankruptcy Court (collectively, thewhich such Guarantor is or may become a party.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness arising after the Filing Date owed to any Bank (or any of their respective Bank Affiliates) permitted by Section 6.03(vii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (limited, in the case of leasehold interests, to the proceeds received upon any sale, disposition or termination thereof) that is not subject to valid, perfected and non-avoidable liens as of the Filing Date, including, without limitation, substantially all Accounts arising after Inventory of the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent Borrower and the Banks do not have a first priority perfected Lien being excluded from Guarantors (excluding the Borrowing Base, but excluding bankruptcy causes Borrower’s and the Guarantors’ rights in respect of actionavoidance actions under the Bankruptcy Code, it being understood that, notwithstanding such exclusion of bankruptcy causes of actionavoidance actions, the proceeds of such causes of action actions shall be available for the repayment of to repay the Obligations) ), and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject limited, in the case of leasehold interests, to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentenceproceeds received upon any sale, disposition or termination thereof) that is subject to valid valid, perfected and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid non-avoidable Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens Liens, junior to such valid and Permitted perfected Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; , subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of or accrued by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 5,000,000 (plus all unpaid professional fees and disbursements accrued or incurred prior to the Borrower, occurrence of an Event of Default to the Guarantors and any statutory committee appointed in the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. § 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe “Carve-Out”), provided, that, no portion of the Carve-Out shall be utilized to fund litigation against the Agent or the Banks. The Banks agree that so long as no Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. Notwithstanding anything to the contrary set forth herein, but subject to the “provided” clause of this sentence during the period described in such clause, the claims and Liens referred to above in favor of the Banks (or their respective Bank Affiliates) in respect of the obligations of the Borrower permitted by Section 6.03(vii) arising after the Filing Date shall be (A) pari passu with the Superpriority Claims and Liens in respect of the other Obligations hereunder and under the other Loan Documents to the extent of $200,000,000 and (B) junior to the Superpriority Claims and Liens in respect of the other Obligations hereunder and under the other Loan Documents to the extent the obligations of the Borrower owed to Banks (or their respective Bank Affiliates) that are permitted by Section 6.03(vii) arising after the Filing Date exceed $200,000,000, provided that during the period ending upon the entry of the Final Order, Bank One and its banking Affiliates (or another cash management institution satisfactory to the Borrower and the BanksCo-Collateral Monitors) shall be entitled to the benefit of the pari passu claims and Liens to the extent of $190,000,000 and Banks (and their respective Bank Affiliates) shall be entitled to the benefit of the pari passu claims and Liens to the extent of $10,000,000, in each case as referred to in clause (A) of this sentence in respect of overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds permitted by Section 6.03(vii), in each case to the extent arising after the Filing Date.

Priority and Liens. (1a) The Subject to the Orders and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations and the other Secured Obligations (including without limitation the obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owing to JPMCB, any Lender and any of their banking Affiliates permitted by Section 6.03(vii): 6.03) and subject, in each of clauses (i) through (iv) below, to the Carve-Out: (i) pursuant to Section 364(c)(1364(c)(l) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over any and all administrative expenses, diminution claims (including the Superpriority Claims granted to the Existing Lenders) and all other claims against the Borrower and the Guarantors, now existing or hereafter arising, of any kind whatsoever, including without limitation, all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a valid, binding, continuing, enforceable and fully-perfected first priority Liens senior security interest in and Lien on all unencumbered pre-petition tangible and post-petition intangible property of the Borrower Borrower's and the Guarantors (Guarantors' respective estates in the Cases that is not subject to valid, perfected and non-avoidable Liens on the Filing Date, including, without limitation, all Accounts arising after present and future accounts receivable (other than, prior to repurchase or reacquisition thereof by any of the Debtors, such accounts receivable sold to the Receivables Subsidiary prior to the Filing DateDate to the extent such accounts receivable shall not constitute property of the estate of the Borrower or any Guarantors pursuant to the Permitted Receivables Purchase Facility), except as otherwise provided in subparagraph inventory, general intangibles, chattel paper, real property, leaseholds, fixtures, machinery and equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, capital stock of any Subsidiaries of the Borrower and Guarantors (iii) below or in but excluding the Orders, with any such Account on which the Agent Borrower's and the Banks do not have a first priority perfected Lien being excluded from Guarantors' rights in respect of avoidance actions under the Borrowing Base, but excluding bankruptcy causes of actionBankruptcy Code, it being understood that, notwithstanding such exclusion of bankruptcy causes avoidance actions, subject to entry of actionthe Final Order, the proceeds of such causes of action actions (including, without limitation, assets as to which Liens are avoided) shall be available for the repayment subject to such liens under Section 364(c)(2) of the Bankruptcy Code and available to satisfy the Obligations and the other Secured Obligations) and on all cash and investments maintained in the Letter of Credit Account and any direct investments of the funds contained thereinAccount; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by valid, binding, continuing, enforceable and fully-perfected security interests in and Liens upon all pre-petition tangible and post-petition intangible property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower valid, perfected and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date or that are is subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or (other than the property referred to Permitted Liensin clause (iv) below that is subject to the existing Liens described in clause (iv)(x) below, as to which the Lien in favor of the Agent and the Lenders will be as described in clause (iv) below), junior to such valid valid, perfected and perfected non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda valid, binding, continuing, enforceable and fully-perfected first priority senior priming Liens security interest in and senior priming Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors that is subject to (Ax) the existing Liens that presently secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (Agreement, but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (By) any Liens granted after the Filing Date to provide adequate protection in respect of any existing Lien described in clause (iv)(x), senior to all of such Liens; provided, however, the Existing AgreementsBorrower and the Guarantors shall not be required to pledge to the Agent (i) in excess of 65% of the voting capital stock of their respective direct Foreign Subsidiaries or any of the capital stock or interests of its indirect Foreign Subsidiaries (if adverse tax consequences would result to the Borrower), (ii) Joint Venture Interests if such pledge is prohibited by the organizational documents of the applicable Joint Venture pursuant to provisions that are enforceable during the bankruptcy cases of the Debtors or if as a result of such pledge the value of such Joint Venture Interests would be materially and adversely compromised or (iii) the Equity Interests of Carcorp Inc. or Waterstone Inc. to the extent a pledge of such Equity Interests would violate any law; subject only provided, however, that no portion of the Carve-Out may be utilized to fund prosecution or assertion of any claims against the Agent, the Lenders or the Issuing Lenders (x) it being understood that, in the event of the occurrence liquidation of the Borrower's and during the continuance of an Event of DefaultGuarantors' estates, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as amount of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and Carve-Out shall be funded into a segregated account prior to the Clerk making of the Bankruptcy Court (collectively, thedistributions).

Priority and Liens. (1) The Borrower and each Each of the Guarantors Borrowers hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors Borrowers hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (any Collateral, including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on limitation all cash maintained in the a cash collateral account with respect to outstanding Letter of Credit Account Obligations pursuant to Section 2.3(k) or Section 8.3 and any direct investments of the funds contained therein, that is not otherwise subject to a Lien, including any such property that is subject to valid and perfected Liens in existence on the Petition Date, which Liens are thereafter released or otherwise extinguished in connection with the satisfaction of the obligations secured by such Liens; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a fully perfected Liens first priority priming Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) Collateral that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted LiensPetition Date, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior a fully perfected first priority priming Liens on Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens Collateral that secure the obligations incurred pursuant to the Prepetition First Priority Secured Facilities, subordinated in each case with respect to clauses (i) through (iv) above (other than with respect to all cash maintained in a cash collateral account with respect to outstanding Letter of Credit Obligations pursuant to Section 2.3(k) and any investments of the Borrower funds contained therein) only to the Carve-Out and other Liens as may be specified in the Orders. Except for the Carve-Out, the Superpriority Claims of the Administrative Agent and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent Lenders hereunder shall at all times be senior to the Filing Date as permitted by Section 546(brights of the Borrowers, any chapter 11 trustee and any chapter 7 trustee, or any creditor (including, without limitation, post-petition counterparties and other post-petition creditors) in the Cases or 362(b)(18) any subsequent proceedings under the Bankruptcy Code, including, without limitation, any chapter 7 cases if any of the Borrowers’ Cases are converted to cases under chapter 7 of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, theCode.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owing to First Union and its banking Affiliates permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (Guarantors' respective estates in the Cases, including, without limitation, all Accounts arising after accounts receivable and inventory of the Filing Date, except as otherwise provided in subparagraph Borrower and Guarantors (iii) below or in excluding the Orders, with any such Account on which the Agent Borrower's and the Banks do not have a first priority perfected Lien being excluded from Guarantors' rights in respect of (x) avoidance actions under the Borrowing Base, but excluding bankruptcy causes Bankruptcy Code and proceeds thereof and (y) in excess of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment 65% of the Obligationscapital stock of any entity that is a directly controlled foreign corporation) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement, as to which the Liens Lien in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid valid, perfected and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (but subject to any Liens in existence on outstanding liens at the Filing Date to which time of the Liens being primed hereby are subject or become subject or to valid liens in existence on commencement of the Filing Date Cases that are perfected subsequent to were permitted under the Filing Date Existing Credit Agreement, as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsAgreement, senior to all of such Liens, provided, however, that the -------- ------- Borrower and the Guarantors shall not be required to pledge to the Agent in excess of 65% of the capital stock of any entity that is a directly controlled foreign corporation; subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 3,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors giving of notice or lapse of time or both and any statutory committee appointed in reflected on the Cases and most recent Borrowing Base Certificate delivered to the Agent to the extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), ---- --- provided that, except as otherwise provided in the Orders, no portion of the -------- Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or the Banks or to the collateral securing such indebtedness. The Banks agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. (S)(S) 328, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower Borrowers hereby covenant, represent and each of the Guarantors hereby covenants, represents and warrants warrant that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors Borrowers hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and Borrowers (other than interests of the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or Borrowers in the Orders, with any such Account entities listed on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the ObligationsSchedule 2.23) and on all cash maintained in the Letter of Credit Account and ------------- any direct investments of the funds contained therein, provided that amounts in the Letter of Credit Account shall not be subject to the Carve- Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon the Parent's inventory and all pre-petition and post-petition other property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) Borrowers that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing valid Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code (other than property, other than the Parent's inventory, that is subject to the existing Liens that secure obligations under the Existing Credit Agreement or 362(b)(18are otherwise not permitted to be primed pursuant to the Interim Order or the Final Order, as the case may be, which Liens shall be primed by the Liens to be granted to the Administrative Agent described in the following clause (iv)); and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code or Code, shall be secured by a perfected first priority, senior priming Lien (collectively, the "Priming Liens") on all of the property of the ------------- Borrowers and the Guarantors (including, without limitation, inventory, accounts receivable, rights under license agreements, property, plant and equipment, interests in leaseholds and capital stock of Subsidiaries of the Parent, limited, in the case of an entity that is a controlled foreign corporation under Section 957 of the Code, to 66% of the voting stock of such entity) that is subject to any existing Liens (the "Primed Liens"), which ------------ secure the Borrowers' prepetition Indebtedness under the Existing Credit Agreement (but subject to Permitted Adequate Protection Liens in existence on the Filing Date to which the Priming Liens are subject or become subject subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code), all of which Primed Liens shall be primed by and Permitted Liens) made subject and (B) subordinate to the perfected first priority senior Liens to be granted to the Administrative Agent, which senior Priming Liens in favor of the Administrative Agent shall also prime any Liens granted after the Filing Date commencement of the Cases to provide adequate protection Liens in respect of any of the Existing Agreements; Primed Liens but shall not prime Liens, if any, to the extent such Liens secure obligations listed as secured obligations on Schedule 6.3, subject in each case only to (x) in the ------------ event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, the

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the such Borrower and the Guarantors hereunder and under the other Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): the Orders, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Superpriority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on and security interest in all previously unencumbered pre-petition Collateral and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon and security interest in all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) Collateral that is subject to valid and perfected Liens in existence on the Filing Petition Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent (but not granted) thereafter to the Filing extent such post-Petition Date as perfection in respect of a pre-Petition Date Lien is expressly permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of under the Bankruptcy Code, shall be secured by perfectedsubject and subordinate in each case with respect to subclauses (i) through (iii) above, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of following the occurrence and during the continuance of an unwaived Event of Default, the payment (as the same may be due and payable) of (1) accrued and unpaid professional fees and disbursements theretofore incurred as allowed by order of the occurrence Bankruptcy Court and during incurred by (1) the continuance professionals retained under Section 327(a) and (e) of an uncured or unwaived Event of Default, the Bankruptcy Code under a general retainer (except for ordinary course professionals) by a Borrower and (2) professional fees and disbursements incurred during any statutory committee of unsecured creditors appointed in the time of such continuance Case in an aggregate amount not to exceed $500,000 (in excess of $3,500,000addition to such fees and disbursements previously incurred, in each case by to the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court extent subsequently awarded) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"). The Lender agrees that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable, and the amounts so paid shall not reduce the $500,000 capped element of the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii6.03(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors and the proceeds thereof (excluding the Factored Receivables but including any equity of the Borrower or the Guarantors in any proceeds of the Factored Receivables and, after satisfaction of the obligations owed to CIT, any property relating to the Factored Receivables and any other amounts due or to become due to the Borrower or the Guarantors in respect of the Factored Receivables) that is not subject to valid, perfected and non-avoidable Liens on the Filing Date, including, without limitation, all Accounts arising after accounts receivable and inventory of the Filing Date, except as otherwise provided in subparagraph Borrower and Guarantors (iii) below or in excluding the Orders, with any such Account on which the Agent Borrower's and the Banks do not have a first priority perfected Lien being excluded from Guarantors' rights in respect of avoidance actions under the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the ObligationsBankruptcy Code) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon (A) all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreements, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid valid, perfected and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected Liensnon-avoidable Liens and (B) to the extent the Borrower or the Guarantors retain any interest therein (reversionary or otherwise), the Factored Receivables and any proceeds of the Factored Receivables, any property relating to the Factored Receivables and any other amounts due or to become due to the Borrower or the Guarantors in respect of the Factored Receivables; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors (including without limitation, goods, accounts, electronic chattel paper, chattel papers, contract rights, documents, deposit accounts, equipment, fixtures, general intangibles, inventory, instruments, investment property, insurance proceeds, letters of credit rights, supporting obligations, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements, senior to all of such Liens; provided, however, the Borrower shall not be required to pledge to the Agent in excess of 65% of the capital stock of its foreign Subsidiaries; subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 1,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors and any statutory committee appointed in giving of notice or lapse of time or both to the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided that following the Termination Date amounts in the Letter of Credit Account shall not be subject to the Carve-Out, and provided further that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or to the collateral securing such indebtedness. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss.ss. 328, 330 and 331, as the same may be due and payable, and thx xxxe shall not reduce the Carve-Out.

Priority and Liens. (1) The Each Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Final Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i) pursuant to Section section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section sections 105, 326, 328, 503(b) or ), 506(c), 507(a), 507(b) and 726 of the Bankruptcy Code; , (ii) pursuant to Section section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and Borrowers (other than the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment portion of the Obligationscapital stock of each Foreign Subsidiary that is not subject to a Lien securing the Existing Agreements) and on all cash maintained in the Letter of Credit Cash Collateral Account, the Concentration Account and each Depository Account and any direct investments of the funds contained therein; , (iii) pursuant to Section section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and Borrowers (other than the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower Borrowers and the Guarantors their respective Subsidiaries under the Existing Agreements Agreements, as to which the Liens Lien in favor of the Agent and the Banks Junior Lenders will be as described in clause (iv) of this sentencebelow) that is subject to valid and perfected Liens in existence on the Filing Petition Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Petition Date or that are perfected subsequent to the Filing Petition Date as permitted by Section section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; Liens and (iv) pursuant to Section section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior a perfected priming Liens Lien on all pre-petition and post-petition property of the Borrower Borrowers, including without limitation, Accounts, instruments, contract rights, chattel paper, general intangibles (including, without limitation, causes of action), Inventory, equipment, fixtures, documents of title, intellectual property, rights under license agreements, real estate (whether owned or leased) and all proceeds thereof, upon which a Lien has been granted (a) under the Guarantors that is subject Existing Agreements to (A) the existing Liens that secure the obligations of Borrowers' and their respective Subsidiaries' prepetition Indebtedness under the Borrower Existing Agreements and the Guarantors under and (b) in connection with Adequate Protection Obligations, in all cases subject only to (1) the Existing Agreements Carve-Out, (subject to 2) any Liens in existence on the Filing Petition Date to which the Liens being primed hereby by the Loan Documents are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Petition Date as permitted by Section section 546(b) or 362(b)(18) of the Bankruptcy Code or Code, (3) Liens incurred pursuant to Permitted Adequate Protection Liens and Permitted Liens) the Senior Subsequent DIP Agreement and (B4) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsLender Claim. The Junior Lenders agree that so long as no Default or Event of Default shall have occurred, the Borrowers shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. section 330 and 11 U.S.C. section 331, as the same may be due and payable, and such payments shall not reduce the Carve-Out; subject only to (x) provided that following the Termination Date amounts in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount Cash Collateral Account shall not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and be subject to the Clerk of the Bankruptcy Court (collectively, theCarve-Out.

Priority and Liens. (1a) The Borrower Loan Parties hereby covenant, represent and each of the Guarantors hereby covenants, represents and warrants warrant that, upon entry of the Interim Final Order, the Obligations of the Borrower and the Guarantors Loan Parties hereunder and under the other Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): the Final Order, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Superpriority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (includingCollateral, including without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit L/C Cash Collateral Account and any direct investments of the funds contained therein; , that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, including the Prepetition Receivables Facility Collateral, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property Collateral that is subject to existing Liens that presently secure the obligations of the Borrower valid, perfected and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected non-avoidable Liens in existence on the Filing Petition Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on perfected (other than to secure the Filing Date or that are perfected subsequent Prepetition Credit Facility Obligations) (but not granted) thereafter to the Filing extent such post-Petition Date as perfection in respect of a pre-Petition Date claim is expressly permitted by Section 546(b) or 362(b)(18) of under the Bankruptcy Code or to Permitted LiensCode, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior a perfected first priority priming Liens on Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors Collateral (x) that is subject to (A) a valid Lien or security interest in effect on the existing Liens that Petition Date to secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements Prepetition Credit Facility Obligations, (y) that is subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens a Lien granted after the Filing Petition Date to provide adequate protection in respect of the Existing Agreements; Prepetition Credit Facility Obligations or (z) that is presently subject to a valid Lien in effect on the Petition Date that is junior to the Liens that secure the Prepetition Credit Facility Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to (xA) in the event of following the occurrence and during the continuance of a Default or an Event of DefaultDefault (after the giving of Notice), the payment (as the same may be due and payable) of (1) accrued and unpaid professional fees and disbursements theretofore incurred as allowed by order of the occurrence Bankruptcy Court and during incurred by the continuance Loan Parties in an aggregate amount, when added to the amount of an uncured fees and disbursements permitted to be paid to professionals for any statutory committee pursuant to clause (B) below, not to exceed $1,750,000 (in addition to such fees and disbursements previously incurred and unpaid, to the extent subsequently awarded, but less the balance of any retainer held but not applied by such professionals, without regard to whether such fees and expenses were allowed by the Bankruptcy Court prior to the receipt of the Notice) or unwaived Event (B) the payment (as the same may be due and payable) of Default, and (2) the professional fees and disbursements allowed by order of the Bankruptcy Court and incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case and unpaid by the Borrower, the Guarantors and any statutory committee appointed in the Cases in an aggregate amount, when added to the amount of fees and allowed by an order of disbursements permitted to be paid to professionals for the Bankruptcy Court Loan Parties pursuant to clause (A) above, not to exceed $1,750,000 in the aggregate and (yC) the payment of unpaid fees pursuant to 28 U.S.C. ss. § 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"); provided that following the Termination Date amounts in the L/C Cash Collateral Account shall not be subject to the Carve-Out. The Lenders agree that so long as no Event of Default shall have occurred and be continuing (and so long as Notice shall not have been given), the Loan Parties shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable. Notwithstanding anything herein to the contrary, the Carve-Out shall not be used to commence or prosecute (but may be used to investigate) any Prohibited Claim.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness arising after the Filing Date owed to any Bank (or any of their respective Bank Affiliates) permitted by Section 6.03(vii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (limited, in the case of leasehold interests, to the proceeds received upon any sale, disposition or termination thereof) that is not subject to valid, perfected and non-avoidable liens as of the Filing Date, including, without limitation, substantially all Accounts arising after Inventory of the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent Borrower and the Banks do not have a first priority perfected Lien being excluded from Guarantors (excluding the Borrowing Base, but excluding bankruptcy causes Borrower's and the Guarantors' rights in respect of actionavoidance actions under the Bankruptcy Code, it being understood that, notwithstanding such exclusion of bankruptcy causes of actionavoidance actions, the proceeds of such causes of action actions shall be available for the repayment of to repay the Obligations) ), and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject limited, in the case of leasehold interests, to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentenceproceeds received upon any sale, disposition or termination thereof) that is subject to valid valid, perfected and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid non-avoidable Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens Liens, junior to such valid and Permitted perfected Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; , subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of or accrued by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 5,000,000 (plus all unpaid professional fees and disbursements accrued or incurred prior to the Borrower, occurrence of an Event of Default to the Guarantors and any statutory committee appointed in the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Section 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided, that, no portion of the Carve-Out shall be utilized to fund litigation against the Agent or the Banks. The Banks agree that so long as no Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. Section 330 and 11 U.S.C. Section 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. Notwithstanding anything to the contrary set forth herein, but subject to the "provided" clause of this sentence during the period described in such clause, the claims and Liens referred to above in favor of the Banks (or their respective Bank Affiliates) in respect of the obligations of the Borrower permitted by Section 6.03(vii) arising after the Filing Date shall be (A) pari passu with the Superpriority Claims and Liens in respect of the other Obligations hereunder and under the other Loan Documents to the extent of $200,000,000 and (B) junior to the Superpriority Claims and Liens in respect of the other Obligations hereunder and under the other Loan Documents to the extent the obligations of the Borrower owed to Banks (or their respective Bank Affiliates) that are permitted by Section 6.03(vii) arising after the Filing Date exceed $200,000,000, provided that during the period ending upon the entry of the Final Order, Bank One and its banking Affiliates (or another cash management institution satisfactory to the Borrower and the Banks) shall be entitled to the benefit of the pari passu claims and Liens to the extent of $190,000,000 and Banks (and their respective Bank Affiliates) shall be entitled to the benefit of the pari passu claims and Liens to the extent of $10,000,000, in each case as referred to in clause (A) of this sentence in respect of overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds permitted by Section 6.03(vii), in each case to the extent arising after the Filing Date.

Priority and Liens. (1a) The Borrower and each of the Subsidiary Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Subsidiary Guarantors hereunder and under the Loan Credit Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having Super-priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (Collateral, including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Collateral Account and any direct investments of the funds contained therein; therein that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as of the Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors Collateral (not including property other than Collateral that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Obligations, as to which the Liens Lien in favor of the Administrative Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Petition Date or valid Liens perfected (includingbut not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, without limitation, Accounts in existence as of the Filing Date that are subject and to other valid and perfected Liens in favor of which are senior (after giving effect to the Real Estate Financiers Interim Order (and the proceeds thereofFinal Order, as applicable)) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date Liens granted to the Administrative Agent and the Lenders pursuant to the Interim Order (and the Final Order, as permitted by Section 546(bapplicable) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, the Obligations shall be secured by perfecteda perfected first priority, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is Lien, subject to valid and perfected Liens in existence on the Petition Date (A) the other than existing Liens that secure the obligations Existing Obligations) or valid Liens perfected (but not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, on all Pre-Petition Collateral and any property of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence Debtors on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens a Lien is granted after the Filing Petition Date to provide adequate protection in respect of the Existing Agreements; Obligations, subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, subordinate in each case by the Borrowerwith respect to subclauses (i) through (iv) above, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and only to the Clerk of the Bankruptcy Court Carve-Out (collectively, theas defined in Section 2.18(d)).

Priority and Liens. (1a) The Borrower and each of the Guarantors other Credit Parties hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors other Credit Parties hereunder and under the other Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code, which shall rank junior to the Superpriority Claims in respect of the obligations under the GE Capital DIP Credit Agreement; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower Kimco Priority Collateral and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent proceeds thereof; and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall at all times be secured by (x) a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower Kimco Priority Collateral (and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentenceproceeds thereof) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code or 362(b)(18to Permitted Encumbrances, junior only to such valid and perfected Liens but senior to any Liens securing the Indebtedness under the GE Capital DIP Agreement and (y) a perfected Lien upon all other property (and the proceeds thereof) of the Borrower and each of the other Credit Parties that is subject to valid and perfected Liens in existence on the Filing Date or to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code or to Permitted Adequate Protection Encumbrances or to Liens and Permitted securing Indebtedness under the GE Capital DIP Credit Agreement, junior to such Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the other Credit Parties and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, 5,000,000 in each case by toto to be allocated pro rata among the Borrower, Obligations hereunder and the Guarantors and any statutory committee appointed in obligations under the Cases and allowed by an order of the Bankruptcy Court GE Capital DIP Credit Agreement and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), subject in each case to the terms of the Orders. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the other Credit Parties shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owing to JPMorgan Chase Bank, N.A., any Lender and any of their banking Affiliates permitted by Section 6.03(vii6.03(vi): (i) pursuant pursua nt to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (Guarantors’ respective estates in the Cases, including, without limitation, all Accounts arising after present and future accounts receivable (other than such accounts receivable sold to the Receivables Subsidiary prior to the Filing DateDate pursuant to the Permitted Receivable Purchase Facility), except as otherwise provided in subparagraph Cash Collateralization, inventory, general intangibles, chattel paper, fixtures, machinery and equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, capital stock of any Subsidiaries of the Borrower and Guarantors (iiiexcluding (x) below or in the Orders, with any such Account on which the Agent Borrower’s and the Banks do not have a first priority perfected Lien being excluded from Guarantors’ rights in respect of avoidance actions under the Borrowing Base, but excluding bankruptcy causes of action, Bankruptcy Code (it being understood that, notwithstanding such exclusion of bankruptcy causes of actionavoidance actions, the proceeds of such causes of action actions (including, without limitation, assets as to which liens are avoided) shall be available for the repayment subject to such liens under Section 364(c)(2) of the ObligationsBankruptcy Code and available to repay the Loans) and (y) Joint Venture Interests and related assets as to which (I) Liens thereon are not permitted to be granted or (II) as a result of the granting of such Lien, the value of such interests and related assets would be materially adversely compromised (it being understood that, notwithstanding such exclusion of such interests and assets, the proceeds of such interests and assets shall be subject to such liens under Section 364(c)(2) of the Bankruptcy Code and available to repay the Loans) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement and Liens that are junior to such existing Liens, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid valid, perfected and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations including without limitation, such property of the Borrower and the Guarantors listed in clause (ii) of this sentence and the proceeds thereof) that is subject to existing Liens that presently secure the Borrower’s and the Guarantors’ pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (including without limitation, the Liens in favor of the Existing First Lien Lenders until such time as the conditions set forth in Section 4.02(e) shall have been satisfied and the Tranche B Lenders shall have advanced the Tranche B Loan and any Liens that are junior to such Liens) and Liens that are junior to such existing Liens (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsAgreement, senior to all of such Liens; provided, however, the Borrower shall not be required to pledge to the Agent in excess of 65% of the capital stock of its direct Foreign Subsidiaries or any of the capital stock or interests of its indirect Foreign Subsidiaries (if adverse tax consequences would result to the Borrower) or Joint Venture Interests (if such pledge would result in the value of such Joint Venture Interests being materially adversely compromised); subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 7,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors and any statutory committee appointed in giving of notice or lapse of time or both to the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. § 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe “Carve- Out ”). The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. §§ 328, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness arising after the Filing Date owed to any Lender (or its banking Affiliates) permitted by Section 6.03(vii6.03(viii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy CodeCode pari passu only with the superpriority claim granted in connection with the Bank One DIP; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition tangible and post-petition intangible property of the Borrower Borrower's and the Guarantors Guarantors' respective estates in the Cases that is not subject to valid, perfected and non-avoidable liens in existence as of the Filing Date, including, without limitation, unencumbered aircraft, spare engines, spare parts inventory, accounts receivable, general intangibles (including, without limitation, all Accounts arising rights to receive the equity value of property subject to Liens referred to in Section 6.01(i) and Permitted Liens after the Filing Datepayment in full of the Indebtedness secured by such Liens), except as otherwise provided in subparagraph Routes, Slots, QEC Kits, Flight Simulators, Supporting Route Facilities, Gate Leaseholds, Foreign Slots (iii) below or in to the Ordersextent that the grant of a Lien on such Supporting Route Facilities, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of actionGate Leaseholds and/or Foreign Slots is permitted by applicable law, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, that in any event the Lien described in this clause shall extend to the proceeds of any disposition of any such causes of action shall be available for Supporting Route Facilities, Gate Leaseholds and/or Foreign Slots), trademarks, tradenames, inventory, leasehold interests (including, without limitation, leasehold interests in hangars and parts depots) and other property, plant and equipment of, and debt and equity investments by, the repayment of Borrower and the Obligations) Guarantors, and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; therein (excluding (v) the Avoidance Actions (it being understood that, notwithstanding such exclusion, the proceeds of such actions shall be available to repay the Obligations), (w) the Escrow Accounts (it being understood that, notwithstanding such exclusion, the Borrower's and any applicable Guarantor's rights to receive any excess funds remaining in the Escrow Accounts following the payment in full of the taxes, fees and charges payable from such Escrow Accounts shall be subject to the first priority Lien described in this clause), (x) the Section 1110 Assets, (y) the Bank One Collateral and (z) interests of the Borrower and any Guarantor in the joint ventures set forth on Schedule A (but only to the extent that applicable law does not permit an assignment of such interests, it being understood that in any event the Lien described in this clause shall extend to the proceeds of any disposition of any such joint venture interests and all distributions thereon), and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition tangible and post-petition intangible property of the Borrower and the Guarantors (not including property Guarantors' respective estates in the Cases that is subject to existing Liens that presently secure the obligations of the Borrower valid, perfected and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected non-avoidable Liens in existence on the Filing Date (includingDate, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code (other than the Section 1110 Assets), to the liens granted to Bank One in the Bank One Collateral or to Permitted Adequate Protection Liens Liens, junior to such valid and Permitted perfected Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; , subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of or accrued by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,00035,000,000 (plus all unpaid professional fees and disbursements accrued or incurred prior to the occurrence of an Event of Default and reflected on the most recent Borrowing Base Certificate, or otherwise reported in each case by writing to the BorrowerAgents, to the Guarantors and any statutory committee appointed in the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. § 1930 and to the Clerk of the Bankruptcy Court ((x) and (y) collectively, thethe "Carve-Out"), provided, that, no portion of the Carve-Out shall be utilized to fund prosecution or assertion of any claims against the Agents, the Lenders, the Paying Agent, the Collateral Agent or Fronting Bank (it being understood that, in the event of the liquidation of the Borrower's and the Guarantors' estates the amount of the Carve-Out shall be funded into a segregated account prior to the making of the distributions). The Lenders agree that so long as no Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of fees and expenses allowed and payable under 11 U.S.C. §§ 321, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (Guarantors' respective estates in the Cases, including, without limitation, all Accounts arising after accounts receivable and inventory of the Filing Date, except as otherwise provided in subparagraph Borrower and Guarantors (iii) below or in excluding the Orders, with any such Account on which the Agent Borrower's and the Banks do not have a first priority perfected Lien being excluded from Guarantors' rights in respect of avoidance actions under the Borrowing BaseBankruptcy Code, but not excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action (including, without limitation, assets as to which liens are avoided) which proceeds shall be available for subject to the repayment liens under Section 364(c)(2) of the ObligationsBankruptcy Code and available to repay the Loans and all other obligations under the Agreement) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement, as to which the Liens Lien in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid valid, perfected and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsAgreement, senior to all of such Liens, provided, however, the Borrower shall not be required to pledge to the Agent (i) the membership interests in and/or the capital stock of Nano-Tex owned by it or (ii) in excess of 65% of the capital stock of its foreign Subsidiaries; subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 3,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors and any statutory committee appointed in giving of notice or lapse of time or both to the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or to the collateral securing such indebtedness. The Banks agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenantscovenant, represents represent and warrants warrant that, upon entry of the Interim Order and continued upon entry of the Final Order, the Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Super-Priority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (includingCollateral, including without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Cash Collateral Account and the Health-Care-Insurance Receivables Account and any direct investments of the funds contained therein; , that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon all pre-petition and post-petition property of Collateral (other than the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentencePrepetition Collateral) that is subject to valid and perfected Liens in existence on the Filing Petition Date or valid Liens perfected (includingbut not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, without limitationprovided, Accounts however, that the Liens granted in existence as favor of the Filing Date that are subject Administrative Agent (for the ratable benefit of the Lenders) shall be senior to valid and perfected any Lien which is expressly stated herein to be junior to the Liens in favor of the Real Estate Financiers and Administrative Agent (for the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) ratable benefit of the Bankruptcy Code or to Permitted LiensLenders), junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition (1) the Prepetition Collateral and post-petition property (2) any Property of the Borrower and the Guarantors that on which a Lien is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date Petition Date, subject and subordinate in each case with respect to provide adequate protection in respect of the Existing Agreements; subject subclauses (i) through (iv) above, only to a carve-out (the "Carve-Out") for (x) in the event of following the occurrence and during the continuance of an a Default or Event of Default, Default and notice from the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as Administrative Agent of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time triggering of such continuance in an aggregate amount not in excess of $3,500,000, in each case by carve-out to the Borrower, the Guarantors its counsel and counsel to any statutory committee appointed in the Cases Cases, the payment (as the same may be due and payable) of fees and disbursements of professionals retained pursuant to Section 327 or 1103(a), as applicable, by the Debtors and any statutory committees appointed in the Cases, which fees and disbursements have been allowed by an order of the Bankruptcy Court (including any compensation previously incurred to the extent subsequently allowed), in an aggregate amount not to exceed $1,000,000, and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectivelyCourt, theprovided, further that following the Termination Date, amounts in the Cash Collateral Account shall not be subject to the Carve-Out. It is hereby understood that, subject only to the Carve-Out, no cost or expense of administration under Sections 105, 364(c)(1), 503(b), 506(c) or 507(b) of the Bankruptcy Code, or otherwise, and those resulting from the conversion of any of the Cases pursuant to Section 1112 of the Bankruptcy Code, shall be senior to, or pari passu with, the Super-Priority Claims of the Lenders. Without prejudice to any Lender's right to object to the interim or final allowance of any compensation or reimbursement of expenses, the Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors Guarantor hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors each Guarantor hereunder and under with respect to the other Loan Documents Documents, the Cash Management Obligations and, from and in respect after the entry of Indebtedness permitted by Section 6.03(vii): the Final Order, the Interest Rate Hedging Obligations: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims Superpriority Claim in the Cases having priority over (which Superpriority Claim shall be payable from and have recourse to all administrative expenses pre- and post-petition property of the kind specified Borrower and the Guarantors including, without limitation, (x) all proceeds, dividends, distributions and other amounts received or realized in Section 503(b) or 507(b) respect of the Excluded Stock and (y) to the extent permitted by the Bankruptcy CodeCourt in the Final Order, any amounts that are recovered or otherwise received by the Borrower or any of the Guarantors in respect 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 Liens Lien on all unencumbered pre-petition pre- and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after other than (x) the Filing Date, except as Excluded Stock and (y) any amounts that are recovered or otherwise provided in subparagraph (iii) below received by the Borrower or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the ObligationsGuarantors in respect of Avoidance Actions) and on wherever located, including all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein, provided that amounts in the Letter of Credit Account shall not be subject to the Carve-Out from and after the Termination Date; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing valid Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18of the Bankruptcy Code (other than certain property that is subject to the existing Liens that secure obligations under the Pre-Petition Agreements and all Liens subordinated thereto, (including the Subordinate Synthetic Lease Lien), which Liens shall be primed by the liens to be granted to the Administrative Agent described in the following clause (iv)); and in addition, (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code or Code, be secured by a perfected first priority, senior priming Lien on all of the property of the Borrower and the Guarantors (including, without limitation, inventory, receivables, equipment, machinery, intellectual property, general intangibles, real property, capital stock of subsidiaries and membership interests in limited liability companies) that is encumbered by the existing liens which secure the Pre-Petition Obligations (all such existing liens, together with all Liens subordinated to Permitted Adequate Protection such existing liens (including the Subordinate Synthetic Lease Lien) collectively the "PRIMED LIENS"), all of which Primed Liens shall be primed by and Permitted Liens) made subject and (B) subordinate to the perfected first priority senior Liens to be granted to the Administrative Agent, which senior priming Liens in favor of the Administrative Agent shall also prime any Liens granted after the Filing Date commencement of the Cases to provide adequate protection in respect of any of the Existing Agreements; Primed Liens, subject in each case only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) unpaid professional fees and disbursements incurred by the Borrower and any statutory committees appointed in the Cases, in each case to the extent allowed by the Bankruptcy Court, in an aggregate amount not to exceed all accrued and unpaid professional fees and disbursements theretofore incurred owing as of the occurrence and during date of the continuance of an uncured or unwaived Event of Default, and Default (2) professional fees and disbursements incurred during the time whether allowed as of such continuance in an aggregate amount not in excess of date or subsequent thereto) plus $3,500,0002,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Section 1930 and to the Clerk of the Bankruptcy Court (the amounts described in clauses (x) and (y), collectively, thethe "CARVE-OUT"); provided that no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the Indebtedness of, or other claims against, the Borrower or the Guarantors owed with respect to the parties primed by the priming Liens or to the collateral securing such Indebtedness, or the perfection, priority or validity of the Liens granted in favor of such primed parties, or any other action against such parties. By execution hereof, the Borrower and the Guarantors hereby consent to the priming Liens referenced in clause (iv) above. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. Section 330 and 11 U.S.C. Section 331, as the same may be due and payable, and any compensation and expenses previously paid, or accrued but unpaid, prior to the occurrence of such Event of Default shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Subsidiary Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, that the Obligations of the Borrower and the Subsidiary Guarantors hereunder and under the Loan Documents and in respect of Indebtedness Debt permitted by Section 6.03(vii5.02(c)(iv): (i) pursuant to Section section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Section section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Subsidiary Guarantors (including, without limitation, all Accounts arising after that is unencumbered on the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) Petition Date and on all any unencumbered cash and cash equivalents maintained in any L/C Cash Collateral Account or the Letter of Credit Cash Concentration Account and any direct investments of the funds contained therein; (iii) pursuant to Section section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Subsidiary Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower valid, perfected and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected unavoidable Liens in existence on the Filing Petition Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Petition Date or that are perfected subsequent to the Filing Petition Date as permitted by Section section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected unavoidable Liens; and (iv) pursuant to Section section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected and unavoidable first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Subsidiary Guarantors (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Subsidiary Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Subsidiary Guarantors' pre-petition Debt under and in connection with the Existing Agreements Agreement (but subject to any Liens in existence on the Filing Petition Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Petition Date as permitted by Section section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Code) and the Adequate Protection Liens Liens, subject and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, subordinated in each case by with respect to clauses (i) through (iv) above, only to the Carve Out. Except for the Carve Out having priority over the Obligations, the Superpriority Claims shall at all times be senior to the rights of the Borrower, the Guarantors Subsidiary Guarantors, any chapter 7 trustee, or any other creditor (including, without limitation, post-petition counterparties and any statutory committee appointed other post-petition creditors) in the Cases and allowed by an order or any subsequent proceedings under the Bankruptcy Code, including, without limitation, any chapter 7 cases if any of the Borrower's or the Subsidiary Guarantors' cases are converted to cases under chapter 7 of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, theCode.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness arising after the Filing Date owed to any Lender (or its Banking Affiliates) permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition tangible and post-petition intangible property of the Borrower Borrower's and the Guarantors (includingGuarantors' respective estates in the Cases that is not subject to valid, without limitation, all Accounts arising after perfected and non-avoidable liens as of the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition tangible and post-petition intangible property of the Borrower Borrower's and the Guarantors (not including property Guarantors' respective estates in the Cases that is subject to valid, perfected and non-avoidable Liens in existence on the Filing Date or to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code or to Permitted Liens, junior to such valid, perfected and non-avoidable Liens (provided that as set forth in clause (iv) of this sentence, the existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which Agreements, will be primed by the Liens Lien in favor of the Agent and the Banks will be Lenders as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens); and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors that is subject to (A) the a valid and enforceable right of setoff by any Lender party to an Existing Agreement or to existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; in the case of each of clauses (i) through (iv) subject only to (x) the Carve-Out, provided that, except as otherwise provided in the event Orders, no portion of the occurrence and during the continuance of an Event of Default, Carve-Out shall be utilized for the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or to the collateral securing such indebtedness. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the BorrowerDefault shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and any statutory committee appointed in the Cases reimbursement of expenses allowed and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 payable under 11 U.S.C. ss. 1930 330 and to 11 U.S.C. ss. 331, as the Clerk of same may be due and payable, and the Bankruptcy Court (collectively, thesame shall not reduce the Carve-Out.

Priority and Liens. (1) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): other Credit Documents, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall shall, to the maximum extent permitted by law, at all times constitute allowed administrative expense claims in the Cases having Super-priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Claims, (ii) pursuant to Section Sections 364(c)(2) and (3) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens on lien on, and security interest in, all unencumbered pre-petition present and post-petition after acquired property of the Borrower (excluding however, capital stock of any Foreign Subsidiary, which Foreign Subsidiary constitutes a "Controlled Foreign Corporation" within the meaning of Section 951 of the Internal Revenue Code, constituting 35% of the combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote), which perfected lien shall be a first priority lien with respect to all property of the Borrower that is not subject to any valid and the Guarantors (including, without limitation, all Accounts arising after perfected liens as of the Filing DateDate and shall be junior in priority to valid and perfected liens, except if any, as otherwise provided of the Filing Date (other than those described in subparagraph clause (iii) below or in the Orders, with any such Account on which the Agent below); and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by perfected Liens upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to ------------ Section 364(d)(1) of the Bankruptcy Code, shall at all times be secured by perfecteda perfected first priority, senior priming Liens lien on all pre-petition and post-petition of the property of the Borrower that secures the Prepetition Revolving Credit Obligations and the Guarantors that is Prepetition Note Purchase Obligations, subject and subordinate in each case with respect to subclauses (Ai) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements through (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(biii) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject above, only to (x) in following the event of the -------------- ----- occurrence and during the continuance of a Default or an Event of Default, the payment (as the same may be due and payable) of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and incurred by the Borrower and not to exceed $1,000,000 (plus any unpaid professional fees and disbursements previously incurred, accrued or invoiced prior to such Default or Event of Default, to the extent subsequently awarded), (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Section 1930 and any fees payable to the Clerk of the Bankruptcy Court Court, and (z) up to $650,000 for payment of trust fund taxes (collectively, thethe "Carve-Out"); provided that --------- -------- the Borrower makes no representation as to the perfection of any Lien on any Proprietary Rights Collateral to the extent such Proprietary Rights Collateral is registered, or for which registration has been applied, in a jurisdiction outside of the United States and such jurisdiction requires a filing or similar process to perfect such security interest. The Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code and orders of the Bankruptcy Court, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out.

Priority and Liens. (1) The Each Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Final Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i) pursuant to Section section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section sections 105, 326, 328, 503(b) or ), 506(c), 507(a), 507(b) and 726 of the Bankruptcy Code; , (ii) pursuant to Section section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition prepetition and post-petition postpetition property of the Borrower and Borrowers (other than the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment portion of the Obligationscapital stock of each Foreign Subsidiary that is not subject to a Lien securing the Existing Agreements) and on all cash maintained in the Letter of Credit Cash Collateral Account, the Concentration Account and each Depository Account and any direct investments of the funds contained therein; , (iii) pursuant to Section section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition prepetition and post-petition postpetition property of the Borrower and Borrowers (other than the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower Borrowers and the Guarantors their respective Subsidiaries under the Existing Agreements Agreements, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentencebelow) that is subject to valid and perfected Liens in existence on the Filing Petition Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Petition Date or that are perfected subsequent to the Filing Petition Date as permitted by Section section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; Liens and (iv) pursuant to Section section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Borrower Borrowers, including without limitation, Accounts, instruments, contract rights, chattel paper, general intangibles (including, without limitation, causes of action), Inventory, equipment, fixtures, documents of title, intellectual property, rights under license agreements, real estate (whether owned or leased) and all proceeds thereof, upon which a Lien has been granted (a) under the Guarantors that is subject Existing Agreements to (A) the existing Liens that secure the obligations of Borrowers' and their respective Subsidiaries' prepetition Indebtedness under the Borrower Existing Agreements and the Guarantors under and (b) in connection with Adequate Protection Obligations, in all cases subject only to (1) the Existing Agreements Carve-Out and (subject to 2) any Liens in existence on the Filing Petition Date to which the Liens being primed hereby described in clauses (a) and (b) above are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Petition Date as permitted by Section section 546(b) or 362(b)(18) of the Bankruptcy Code Code. The Lenders agree that so long as no Default or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault shall have occurred, the payment Borrowers shall be permitted to pay compensation and reimbursement of (1) accrued expenses allowed and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 payable under 11 U.S.C. ss. 1930 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and such payments shall not reduce the Carve-Out; provided that following the Termination Date amounts in the Cash Collateral Account shall not be subject to the Clerk of the Bankruptcy Court (collectively, theCarve-Out.

Priority and Liens. (1a) The Borrower and each of the Subsidiary Guarantors hereby covenantscovenant, represents represent and warrants warrant that, upon entry of the Interim Order or Final Order, as applicable, the Obligations of each of the Borrower and the Guarantors Loan Parties hereunder and under the other Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Super-Priority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (includingCollateral, including without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit L/C Cash Collateral Account and any direct investments of the funds contained therein; , that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens second priority Lien upon all pre-petition and post-petition property of Collateral (other than the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Prepetition Collateral, as to which the Liens Lien in favor of the Administrative Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to a Permitted Lien, including, without limitation, valid and perfected Liens in existence on the Filing Petition Date or valid Liens perfected (includingbut not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, without limitationjunior to such Permitted Liens, Accounts provided that the Liens granted in existence as favor of the Filing Date that are subject Administrative Agent and the Lenders shall be senior to valid and perfected any Permitted Lien which is expressly stated herein to be junior to the Liens in favor of the Real Estate Financiers Administrative Agent and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted LiensLenders, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the Prepetition Collateral and post-petition property any Property of the Borrower and the Subsidiary Guarantors that on which a Lien is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Petition Date to provide adequate protection in respect of the Existing Agreements; Prepetition Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to (x) in the event of following the occurrence and during the continuance of a Default or an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, professionals retained by the Borrower and the Subsidiary Guarantors and any the statutory committee of unsecured creditors appointed in the Cases and allowed by an order of the Bankruptcy Court in an aggregate amount not to exceed $1,500,000 (in addition to fees and expenses previously incurred to the extent ultimately allowed by the Bankruptcy Court) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided, further, that following the Termination Date amounts in the L/C Cash Collateral Account shall not be subject to the Carve-Out. Without prejudice to any Lender's right to object to the interim or final allowance of any compensation or reimbursement of expenses, the Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code and pursuant to any order of the Bankruptcy Court, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors Holdings hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors Holdings hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having joint and several priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower Borrower's and Holdings' respective estates in the Guarantors (Cases, including, without limitation, all Accounts arising after the Filing Dateaccounts receivable, except as otherwise provided in subparagraph (iii) below or in the Ordersinventory, with any such Account on which the Agent property, plant and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment equipment of the Obligations) Borrower and Holdings and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and Holdings (other than the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors Holdings under the Existing Agreements Pre-Petition Credit Agreement, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid valid, perfected and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and Holdings (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the Guarantors capital stock of all direct Domestic Subsidiaries of the Borrower and Holdings and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of Borrower's and Holdings' pre-petition Indebtedness under the Borrower and the Guarantors under and in connection with the Existing Agreements Pre-Petition Credit Agreement (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsPre-Petition Credit Agreement, senior to all of such Liens; and (v) pursuant to the relevant Loan Documents, shall be secured by a perfected first priority Lien on all of the tangible and intangible property of the Guarantors other than Holdings (including, without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct Domestic Subsidiaries of such Guarantors (and, except with respect to the capital stock of Viasystems Luxembourg S.a.r.l., no more than 65% of the capital stock of any direct Foreign Subsidiaries of such Guarantors) and the proceeds thereof) that is subject to existing Liens that presently secure the obligations of such Guarantors under the Pre-Petition Credit Agreement and any Liens granted after the Filing Date in respect thereof, senior to all of such Liens; in each case subject only to (x) in the event of the occurrence and during the continuance of an any Default or Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred by the Borrower, Holdings, any statutory committees appointed in the Cases and, only until such time as a statutory committee is appointed upon which The Bank of New York, in its capacity as indenture trustee, GSC Partners, Credit Suisse Asset Management and MW Post Advisory Group collectively constitute the majority of members, the ad hoc committee of holders of senior subordinated notes of the occurrence and during the continuance of an uncured or unwaived Event of DefaultBorrower, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by 1,500,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of any Default or Event of Default to the Guarantors extent such fees and any statutory committee appointed in the Cases and disbursements are allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Section 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided, however, that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Pre-Petition Lenders or the Lenders or to the collateral securing such indebtedness. The Lenders agree that so long as no Default or Event of Default shall have occurred, the Borrower and Holdings shall be permitted to pay compensation and reimbursement of fees and expenses allowed and payable under 11 U.S.C. Sections 328, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. The liens and priorities described above shall not include any of the Borrower's or Holdings' avoidance actions under Sections 544 to 549 of the Bankruptcy Code.

Priority and Liens. (1a) The Borrower Each of the Borrowers and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower Borrowers and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Indebtedness, Banking Services Obligations and Swap Obligations (to the extent the same are Obligations) arising after the applicable Filing Date owed to one or more Lender: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition tangible and post-petition intangible property of the Borrower Borrowers’ and the Guarantors (includingGuarantors’ respective estates in the Cases that is not subject to valid, without limitation, all Accounts arising after perfected and non-avoidable liens as of the applicable Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition tangible and post-petition intangible property of the Borrower Borrowers and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower valid, perfected and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected non-avoidable Liens in existence on the applicable Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the applicable Filing Date or that are perfected subsequent to the applicable Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property ; in the case of the Borrower and the Guarantors that is subject to each of clauses (Ai) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements through (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(biii) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of a Default or an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrowers and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 4,000,000 and (y) the payment of unpaid fees of the US Trustee pursuant to 28 U.S.C. ss. § 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe “Carve-Out”). The Lenders agree that so long as no Default shall have occurred and be continuing, the Borrowers and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. Following the Termination Date, all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein shall not be subject to the Carve-Out.

Priority and Liens. (1a) The Borrower Borrowers hereby covenant, represent and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, warrant that the Obligations of the Borrower and the Guarantors Borrowers hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii6.3(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) Borrowers and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein, provided that amounts in the Letter of Credit Account shall not be subject to the Carve-Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) Borrowers that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as including the perfected liens on the stock of certain Subsidiaries of the Filing Date that are subject to valid and perfected Liens Parent (“Stock Liens”) in favor of (x) the Real Estate Financiers trustee for the holders of Indebtedness of the Parent under the Indentures, and (y) the holders of obligations under the Prepetition Credit Agreement and the proceeds thereofSurety Bonds) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing valid Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18of the Bankruptcy Code (other than certain property that is subject to the existing Liens that secure obligations under the Prepetition Agreements, which liens shall be primed by the liens to be granted to the Administrative Agent described in the following clause (iv); and in addition, (iv) pursuant to Section 364(d)(l) of the Bankruptcy Code Code, be secured by a perfected first priority, senior priming Lien on all of the property of the Borrowers (including, without limitation, inventory, receivables, rights under license agreements, property, plant and equipment and interests in leaseholds) that is subject to the existing liens (the “Primed Liens”, it being understood that the Stock Liens shall not be primed or to Permitted Adequate Protection Liens and Permitted constitute part of the Primed Liens) which secure (x) on a pari passu basis, the obligations of the Borrowers to the lenders party to the Prepetition Credit Agreement and the obligations of the Borrowers in connection with the Surety Bonds, and (By) other obligations or Indebtedness of the Borrowers pursuant to the other Prepetition Agreements, all of which 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, which senior priming Liens in favor of the Administrative Agent shall also prime any Liens granted after the Filing Date commencement of the Cases to provide adequate protection Liens in respect of any of the Existing Primed Liens but shall not prime Liens, if any, to the extent such Liens secure obligations (other than obligations under the Prepetition Agreements; ) in an aggregate amount less than or equal to $20,000,000, subject in each case only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrowers and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 5,000,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. § 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe “Carve-Out”), provided that no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the Indebtedness of the Borrowers owed with respect to the parties primed by the priming Liens or to the collateral securing such Indebtedness or any other action against such parties. Amounts in the Letter of Credit Account shall not be subject to the Carve-Out. By execution hereof, the Borrowers hereby consent to the priming Liens referenced in clause (iv) above. Amounts in the Letter of Credit Account shall not be subject to the Carve-Out. Notwithstanding the foregoing, so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing, the Borrowers shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and any compensation and expenses previously paid, or accrued but unpaid, prior to the occurrence of such Event of Default shall not reduce the Carve-Out.

Priority and Liens. (1) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Order (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Obligations of the Borrower hereunder and under the other Loan Documents shall at all times constitute allowed administrative expense claims in the Cases Case having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; , (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, the Obligations of the Borrower hereunder and under the other Loan Documents shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the ObligationsAfter-Acquired Property ) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; , (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, the Obligations of the Borrower hereunder and under the Loan Documents shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and (other than the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreements, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted LiensDate, junior to such valid and perfected Liens; , and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, the Obligations of the Borrower hereunder and under the Loan Documents shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Borrower (including, without limitation, accounts receivable, inventory, equipment, general intangibles, intellectual property and vehicles and the Guarantors proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower and the Guarantors Borrower's pre-petition Indebtedness under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; , subject in each case, only to (x) to, in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, (x) the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore thereafter incurred as of by the occurrence Borrower and during any statutory committee appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Case in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 3,500,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court ss.1930 (collectively, thethe "Carve-Out"); provided, that following the Termination Date amounts in the Letter of Credit Account shall not be subject to the Carve-Out and (z) the prior rights (i) of the Credit Card Banks under the GE Credit Program Documents with respect to certain accounts receivable, returned merchandise and general intangibles financed thereunder and (ii) Commerce under the Commerce Bank Agreement with respect to certain documents, inventory and related collateral. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Subject to the Orders and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owing to JPMorgan Chase Bank, N.A., any Lender and any of their banking Affiliates permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower Borrower's and the Guarantors (Guarantors' respective estates in the Cases, including, without limitation, all Accounts arising after present and future accounts receivable (other than, prior to any repurchase thereof by any of the Debtors, such accounts receivable sold to the Receivables Subsidiary prior to the Filing DateDate pursuant to the Permitted Receivable Purchase Facility), except as otherwise provided in subparagraph inventory, general intangibles, chattel paper, real property, leaseholds, fixtures, machinery and equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, capital stock of any Subsidiaries of the Borrower and Guarantors (iiiexcluding (x) below or in the Orders, with any such Account on which the Agent Borrower's and the Banks do not have a first priority perfected Lien being excluded from Guarantors' rights in respect of avoidance actions under the Borrowing Base, but excluding bankruptcy causes of action, Bankruptcy Code (it being understood that, notwithstanding such exclusion of bankruptcy causes of actionavoidance actions, the proceeds of such causes of action actions (including, without limitation, assets as to which liens are avoided) shall be subject to such liens under Section 364(c)(2) of the Bankruptcy Code and available for to repay the repayment Obligations) and (y) Joint Venture Interests and Specified LLC Interests and related assets as to which (I) Liens thereon are not permitted to be granted or (II) as a result of the granting of such Lien, the value of such interests and related assets would be materially adversely compromised (it being understood that, notwithstanding such exclusion of such interests and assets, the proceeds of such interests and assets shall be subject to such liens under Section 364(c)(2) of the Bankruptcy Code and available to repay the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement and Liens that are junior to such existing Liens, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid valid, perfected and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations including without limitation, such property of the Borrower and the Guarantors listed in clause (ii) of this sentence and the proceeds thereof) that is subject to existing Liens that presently secure the Borrower's and the Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (including without limitation, the Liens in favor of the Existing First Lien Lenders until such time as the conditions set forth in Section 4.02(e) shall have been satisfied, and the Tranche B Lenders shall have advanced the Tranche B Loan) and Liens that are junior to such existing Liens (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsAgreement, senior to all of such Liens; provided, however, the Borrower and the Guarantors shall not be required to pledge to the Agent in excess of 65% of the capital stock of its direct Foreign Subsidiaries or any of the capital stock or interests of its indirect Foreign Subsidiaries (if adverse tax consequences would result to the Borrower) or Joint Venture Interests and Specified LLC Interests (if such pledge would result in the value of such Joint Venture Interests and Specified LLC Interests being materially adversely compromised); subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 7,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors and any statutory committee appointed in giving of notice or lapse of time or both to the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court ((x) and (y), collectively, thethe "Carve-Out"), provided that no portion of the Carve-Out may be utilized to fund prosecution or assertion of any claims against the Agent, the Lenders or the Issuing Lenders (it being understood that, in the event of the liquidation of the Borrower's and the Guarantors' estates, the amount of the Carve-Out shall be funded into a segregated account prior to the making of distributions).

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): 6.03(iv) (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; , (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; , (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Pre-Petition Credit Agreement, as to which the Liens Lien in favor of the Agent and the Banks DIP Lenders will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens liens in existence on the Filing Petition Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Petition Date or that are perfected subsequent to the Filing Petition Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; Liens and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, equipment, interests in leaseholds, intellectual property, rights under license agreements and the capital stock of all direct and indirect domestic Subsidiaries of the Borrower (other than the Borrower's interests in Jefferson City River Terminal LLC and Avondale Ammonia), of the capital stock of LII Europe B.V. and of at least 66% of the capital stock of LII Europe S.A.R.L. and, in each case, the proceeds thereof) that is subject to (A) the existing Liens liens that presently secure the obligations of Borrower's pre-petition Indebtedness under the Borrower and the Guarantors under and in connection with the Existing Agreements Pre-Petition Credit Agreement (but subject to any Liens in existence on the Filing Petition Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Petition Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Petition Date to provide adequate protection in respect of the Existing Agreements; Pre-Petition Credit Agreement, subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 1,250,000.00 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "CARVE-OUT"), PROVIDED that amounts in the Letter of Credit Account and any investment of the funds contained therein shall not be subject to the Carve-Out, and PROVIDED FURTHER, that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any investigation of or challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Pre-Petition Lenders or to the collateral securing such indebtedness. The DIP Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. Section 330 and 11 U.S.C. Section 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1) The Borrower and each of the Guarantors hereby ------------------ covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owed to Chase and its banking Affiliates permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; and (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by perfected Liens upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 5,000,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided --------- -------- that following the Termination Date, amounts in the Letter of Credit Account shall not be subject to the Carve-Out. The Banks agree that so long as no Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Each of the Borrower and each of the Guarantors Guarantor hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors such Guarantor hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Section section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition tangible and post-petition intangible property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) Guarantor and on all cash maintained in the Letter of Credit L/C Cash Collateral Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by perfected Liens upon all pre-petition and post-petition including any such property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (includingPetition Date, without limitation, Accounts which Liens are thereafter released or otherwise extinguished in existence as connection with the satisfaction of the Filing Date that are subject to valid and perfected obligations secured by such Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of (excluding any avoidance actions under the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liensthe proceeds therefrom); and (iviii) pursuant to Section 364(d)(1section 364(c)(3) of the Bankruptcy Code, shall be secured by perfecteda perfected Lien upon all real, senior priming Liens on all pre-petition personal and post-petition mixed property of the Borrower and the Guarantors such Guarantor that is subject to (A) the existing Liens that secure the obligations of the Borrower valid and the Guarantors under and in connection with the Existing Agreements (subject to any perfected Liens in existence on the Filing Date Petition Date, junior to which such valid and perfected Liens (other than Liens securing the Liens being primed Pre-Petition Secured Indebtedness) and (iv) pursuant to section 364(d)(1), shall be secured by a perfected priming Lien upon all tangible and intangible property of the Borrower and such Guarantor that presently secure the Pre-Petition Secured Indebtedness; provided that the foregoing shall be subject in all respects to the Carve-Out. Each of the Borrower and each Guarantor hereby are covenants, represents and warrants that, upon entry of the Final Order, the Obligations of the Borrower and such Guarantor hereunder and under the Loan Documents: (i) pursuant to section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim; (ii) pursuant to section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Lien on all unencumbered tangible and intangible property of the Borrower and such Guarantor and on all cash maintained in the L/C Cash Collateral Account and any investments of the funds contained therein, including any such property that is subject or become subject or to valid liens and perfected Liens in existence on the Filing Date that Petition Date, which Liens are perfected subsequent thereafter released or otherwise extinguished in connection with the satisfaction of the obligations secured by such Liens (excluding any avoidance actions under the Bankruptcy Code (but including the proceeds therefrom)); (iii) pursuant to the Filing Date as permitted by Section 546(b) or 362(b)(18section 364(c)(3) of the Bankruptcy Code or to Permitted Adequate Protection Liens Code, shall be secured by a perfected Lien upon all real, personal and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect mixed property of the Existing Agreements; Borrower and such Guarantor that is subject only to valid and perfected Liens in existence on the Petition Date, junior to such valid and perfected Liens (x) in other than Liens securing the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of DefaultUnrolled Pre-Petition Secured Indebtedness), and (2iv) professional fees pursuant to section 364(d)(1), shall be secured by a perfected priming Lien upon all tangible and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order intangible property of the Bankruptcy Court Borrower and (y) such Guarantor that secure the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and Unrolled Pre-Petition Secured Indebtedness; provided that the foregoing shall be subject in all respects to the Clerk of the Bankruptcy Court (collectively, theCarve-Out.

Priority and Liens. (1a) The Borrower Debtors hereby covenant, represent and each of the Guarantors hereby covenants, represents and warrants warrant that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors Debtors hereunder and under the Loan Documents Documents, including without limitation, all obligations arising in connection with the cash management services provided by Bank One, N.A. and in respect of Indebtedness permitted by overdrafts referred to in Section 6.03(vii): 6.03(v) hereof, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy CodeCode (which claim shall be payable from and have recourse to all pre- and post-petition property of the Debtors including, without limitation, all proceeds, dividends, distributions or other amounts received or realized in respect of (x) the Excluded Stock and (y) any amounts that are recovered or otherwise received by any of the Debtors in respect of the Avoidance Actions); (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition pre- and post-petition property of the Borrower Debtors, other than the Excluded Stock and the Guarantors (Avoidance Actions, wherever located, including, without limitation, all Accounts arising after the Filing Datesuch unencumbered property located in Mexico, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; , (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon all pre-petition pre- and post-petition property of the Borrower and Debtors (other than the Guarantors (not including property that is subject to the existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Pre-Petition Agent and the Banks will be as described in clause (iv) of this sentencePre-Petition Lenders that presently secure the Pre-Petition Obligations) that is subject to (A) valid and perfected Liens in existence on the Filing Date Date, (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereofB) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code (but only to the extent that the Agent and the Required Lenders shall have agreed with the Debtors as to the amount secured by such Liens and the extent of the property encumbered thereby), or to (C) Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Debtors (including without limitation, inventory, accounts receivable, equipment, machinery, intellectual property, general intangibles, real property, capital stock of all direct or indirect Subsidiaries of the Parent and the Borrower and membership interests in limited liability companies and the Guarantors proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements Pre-Petition Obligations (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) which senior priming liens shall also prime any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsPre-Petition Agreement; subject subject, in each case, only to (x) ), to the extent approved and allowed by the Court, in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors Debtors and any statutory committee committees appointed in the Cases due and allowed by an order owing as of the Bankruptcy Court date of such Event of Default or the date the event occurred that would constitute an Event of Default (whether allowed as of such date or subsequently thereto), plus $2,000,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Section 1930 and to the Clerk of the Bankruptcy Court ((x) and (y) collectively, thethe "Carve-Out"), provided that following the Termination Date amounts in the Letter of Credit Account shall not be subject to the Carve-Out, and provided, further, that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Debtors owing to the Pre-Petition Lenders, to the collateral securing such indebtedness, or to the perfection, priority or validity of the Liens granted in favor of the Pre-Petition Lenders with respect thereto or to any other claims of the Pre-Petition Lenders against any one or more of the Debtors. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing, the Debtors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. Section 330 and 11 U.S.C. Section 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower Borrowers hereby covenant, represent and each of the Guarantors hereby covenants, represents and warrants warrant that, upon entry of the Interim Final Order, the Obligations of the Borrower and the Guarantors Borrowers hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii6.3(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) Borrowers and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein, provided that following the Termination Date amounts in the Letter of -------- Credit Account shall not be subject to the Carve-Out; and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) Borrowers that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens, junior to such valid and perfected Liens, including Liens securing the Indebtedness under the Existing Agreement, provided that upon repayment of all Indebtedness under the Existing -------- Agreement, the Obligations of the Borrowers hereunder and Permitted Liensunder the Loan Documents and in respect of Indebtedness permitted by Section 6.3(v) shall automatically be secured, pursuant to Section 364(c)(2) of the Bankruptcy Code, by a perfected first priority Lien (subject to Liens permitted pursuant to clauses (i) or (ii) of Section 6.1) on all property of the Borrowers that then secures the Existing Agreement, subject in the case of clauses (i), (ii) and (Biii) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrowers and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case 3,000,000 (plus all unpaid professional fees and disbursements incurred prior to the occurrence of an Event of Default to the extent allowed by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court Court) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. (S) 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"). The Lenders agree that so long as no Event of Default or event --------- which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing, the Borrowers shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. (S) 330 and 11 U.S.C. (S) 331, as the same may be due and payable, and any compensation and expenses previously paid, or accrued but unpaid, prior to the occurrence of such Event of Default shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owing to JPMorgan Chase Bank and its banking Affiliates permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (Guarantors' respective estates in the Cases, including, without limitation, all Accounts arising after accounts receivable, inventory, property, plant and equipment of the Filing Date, except as otherwise provided in subparagraph Borrower and Guarantors (iii) below or in excluding the Orders, with any such Account on which the Agent Borrower's and the Banks do not have a first priority perfected Lien being excluded from Guarantors' rights in respect of avoidance actions under the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the ObligationsBankruptcy Code) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid valid, perfected and perfected non-avoidable Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid valid, perfected and perfected non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsAgreement, senior to all of such Liens; PROVIDED, HOWEVER, the Borrower shall not be required to pledge to the Agent in excess of 65% of the capital stock of its foreign Subsidiaries; subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 2,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors giving of notice or lapse of time or both and any statutory committee appointed in reflected on the Cases and most recent Borrowing Base Certificate delivered to the Agent to the extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Section 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "CARVE-OUT"), PROVIDED that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or the Lenders or to the collateral securing such indebtedness. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. Sections 328, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(viiSections 6.03(vi), (vii) and (viii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after excluding the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent Borrower's and the Banks do not have a first priority perfected Lien being excluded from Guarantors' rights in respect of avoidance actions under the Borrowing Base, but excluding bankruptcy causes of actionBankruptcy Code, it being understood that, notwithstanding such exclusion of bankruptcy causes of actionavoidance actions, the proceeds of such causes of action actions shall be available for to repay the repayment Obligations) (including, without limitation, upon and after the Tranche B Effective Date, the property of the Borrower and the Guarantors previously securing the Pre-Petition Obligations) and on all cash maintained in the respective Letter of Credit Account Accounts and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement, as to which the Liens Lien in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) with respect only to the Tranche A Obligations, pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; Agreement, subject in all such Cases only to (x) the Liens in favor of the Factor to the extent provided for in Section 2.23(b) below, (y) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both (unless subsequently waived), the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 1,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors and any statutory committee appointed in giving of notice or lapse of time or both to the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (yz) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thein the case of clauses (y) and (z), the "Carve-Out"), provided, that, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the Indebtedness of the Borrower and the Guarantors owing to the Existing Lenders (in respect of the Existing Agreements, the Rate Agreement, the Factoring Agreement or under this Agreement or any of the other Loan Documents) or to the collateral securing such Indebtedness. The Banks agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Obligations described in Section 6.03(vii6.03(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition present and post-petition property future receivables of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, receivables that are repurchased from ACLFC with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment a portion of the Obligations) initial Loans hereunder), and on all other unencumbered property of the Borrower and the Guarantors and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to provided that, as set forth in clause (iv) of this sentence, the existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which Agreement will be primed by the Liens Lien in favor of the Agent and the Banks will be as described in clause (iv) of this sentenceLenders) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors (including without limitation, towboats, barges, drydocks, rigging flats, terminals, contracts (which shall include, but are not limited, to cargo contracts of affreightment), accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted LiensCode) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing AgreementsAgreement; in the case of each of clauses (i) through (iv) subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by 1,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default or an event that would constitute an Event of Default with the Guarantors giving of notice or lapse of time or both and any statutory committee appointed in reflected on the Cases and most recent Borrowing Base Certificate delivered to the Agent prior to such occurrence to the extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided that following the Termination Date amounts in the Letter of Credit Account shall not be subject to the Carve-Out, and provided, further, that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or to the collateral securing such indebtedness. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1a) The Subject to the Orders and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owing to JPMorgan Chase Bank, N.A., any Lender and any of their banking Affiliates permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower Borrower's and the Guarantors (Guarantors' respective estates in the Cases, including, without limitation, all Accounts arising after present and future accounts receivable (other than, prior to any repurchase thereof by any of the Debtors, such accounts receivable sold to the Receivables Subsidiary prior to the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) Date pursuant to Section 364(c)(3) the Permitted Receivable Purchase Facility), inventory, general intangibles, chattel paper, real property, leaseholds, fixtures, machinery and equipment, deposit accounts, patents, copyrights, trademarks, tradenames, rights under license agreements and other intellectual property, capital stock of the Bankruptcy Code, shall be secured by perfected Liens upon all pre-petition and post-petition property any Subsidiaries of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure excluding (x) the obligations of the Borrower Borrower's and the Guarantors Guarantors' rights in respect of avoidance actions under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, theit being

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of any of the Interim OrderOrders, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii6.03(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code, except as set forth in this Section 2.21; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained thereintherein and with respect to the Foreign Subsidiaries, 100% of the capital stock of such Foreign Subsidiaries (but not including any liens on the underlying assets of the Foreign Subsidiaries); (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition of the tangible and post-petition intangible property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements Agreement (but subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or Code, hereinafter referred to Permitted Adequate Protection Liens and Permitted as the "Existing Liens") and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; Agreement, subject only to (xw) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case 500,000 (plus all unpaid professional fees and disbursements incurred prior to the occurrence of an Event of Default or the date the Post-petition Lenders determine to stop making Post-petition Loans to the extent allowed by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court Court) and (yx) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"); provided that neither the super-priority claims and DIP liens, nor the adequate protection claims or liens shall have recourse to any claims and/or causes of action under Section 27 502(d), 544, 547, 548, 549, 550 or 551 of the Bankruptcy Code as to avoidance actions (the "Avoidance Actions") or the proceeds thereof; and further provided, that, except as otherwise provided in the Orders, no portion of the Carve-Out or the Wind Down Reserve (as defined in Section 2.21(c) below) shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or to the collateral securing such indebtedness. The Lenders agree that so long as no Event of Default shall have occurred, (or the Lenders, nonetheless determine, in their sole discretion, to continue to make loans) the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out; (y) the Wind Down Reserve as defined in Section 2.21(c)(ii); and (z) (any and all funds held and/or deposited in the payroll accounts currently established by the Debtors, or such other accounts established by the Debtors (collectively, the "Wage Accounts") for employee wages and commissions, payroll taxes, vacation accrual, claims for self-insured claims and all other employee benefits and other withholdings from employee's wages (collectively, "Payroll Expenses") shall not be subject (except as set forth in the next paragraph) to the liens or claims of the Agent, the Lenders, the Pre-Petition Agent and the Existing Lenders, granted herein or otherwise and may be paid by the Debtors in the ordinary course; provided, however, that the aggregate of the funds in all such Wage Accounts at any time shall not exceed the total of (i) the funds in such accounts as of the Filing Date plus (ii) the funds set forth in the Budget as of such date for payment of the Payroll Expenses. The amounts in the Wage Accounts shall be established as a reserve and used solely for the following and in the following order and for no other purposes: (i) for Payroll Expenses; (ii) vacation pay whether accrued pre-petition or post-petition; and (iii) payment of medical claims under the Debtors' self-insurance programs, the foregoing Subsections (i), (ii) and (iii), collectively, the "Permitted Employee Programs."

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Final Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code, which shall rank pari passu (A) with the Superpriority Claims in respect of the obligations under the Working Capital Facility and (B) with respect to Copperweld, the Superpriority Claims granted to certain creditors of Copperweld pursuant to the adequate protection stipulation heretofore entered in the Cases on or about February 20, 2001 (as the same may be amended, modified or extended from time to time by an order of the Bankruptcy Court, the "COPPERWELD STIPULATION"); (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on (x) all unencumbered pre-petition present and post-petition property future Inventory and Receivables of the Borrower LTV Steel and the Guarantors Georgia Tubing and all present and future Receivables of Copperweld (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent Existing Receivables Portfolio and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, Existing Inventory Portfolio) and the proceeds of such causes of action shall be available for and products thereof, whether now owned or hereafter acquired, (y) the repayment Hennepin Works to secure a portion of the ObligationsObligations equal to $28,500,000, and (z) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) subject to paragraph (b) below, pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon (x) all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens(y) substantially all assets of VP Buildings and all other unencumbered (Bprior to the granting of Liens to secure the Working Capital Facility) any Liens granted after the Filing Date to provide adequate protection in respect assets of the Existing AgreementsBorrower and the Guarantors, junior only to such valid and perfected Liens; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, the

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim OrderOrder (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i6.03(vi) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; , (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vi) shall at all times be secured by a perfected first priority Liens on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; , (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vi) shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreement, as to which the Liens Lien in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted LiensDate, junior to such valid and perfected Liens; , and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vi) shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) including without limitation, accounts receivable, inventory, equipment, property, interests in leaseholds, intellectual property and the existing Liens that secure the obligations capital stock of all direct or indirect Subsidiaries of the Borrower and the Guarantors proceeds thereof) that is subject to existing Liens that presently secure the Borrower's and the Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens Agreement and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; Agreement, subject only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 2,500,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided that following the Termination Date amounts in the Letter of Credit Account shall not be subject to the Carve-Out. The Banks agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1) The Borrower and each of the Guarantors ------------------ hereby covenants, represents and warrants that, upon entry of the Interim OrderOrder and until the Effective Date, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority superpriority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by perfected first priority Liens on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by perfected Liens upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of DefaultCases (and, to the extent applicable, the Liquidating Trustee appointed pursuant to the Liquidating Plan and (2any professionals retained by the Liquidating Trustee) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by 2,000,000 (plus all unpaid professional fees and disbursements incurred prior to the Borrower, occurrence of an Event of Default to the Guarantors and any statutory committee appointed in the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out") (and the Bank --------- agrees that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out); and (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Lien on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein.

Priority and Liens. (1) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii6.03 (viii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by perfected first priority Liens on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by perfected Liens upon all pre-petition and post-petition property of the Borrower and the Guarantors (but not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentencesentence or to perfected Liens in favor of Cardinal) that is subject to valid and perfected Liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming perfected Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on of the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,0004,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, thethe "Carve-Out"), provided that following the Termination Date amounts in the Letter of Credit Account shall not be subject to the Carve-Out, and provided, further, that, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or to the collateral securing such indebtedness (it being understood that such amounts may be used for investigation thereof). The Banks agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1) The Each of the Borrower and each of the Guarantors Guarantor hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors such Guarantor hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition real, personal and post-petition mixed property of the Borrower and the Guarantors (including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) Guarantor and on all cash maintained in the Letter of Credit L/C Cash Collateral Account and any direct investments of the funds contained thereintherein (excluding any avoidance actions under the Bankruptcy Code (but including the proceeds therefrom)); and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens Lien upon all pre-petition real, personal and post-petition mixed property of the Borrower and the Guarantors (not including property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) such Guarantor that is subject to valid and perfected Liens liens in existence on the Filing Date (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted LiensPetition Date, junior to such valid and perfected Liens; , subject and subordinated in each case with respect to clauses (ivi) pursuant through (iii) above, only to Section 364(d)(1) the Carve-Out. Except for the Carve-Out having priority over the Obligations, the Superpriority Claims shall at all times be senior to the rights of the Borrower, each Guarantor, any chapter 11 trustee and, subject to section 726 of the Bankruptcy Code, shall be secured by perfectedany chapter 7 trustee, senior priming Liens on all pre-petition and or any other creditor (including, without limitation, post-petition property of the Borrower counterparties and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; subject only to (xother post-petition creditors) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued and unpaid professional fees and disbursements theretofore incurred as of the occurrence and during the continuance of an uncured Cases or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of subsequent proceedings under the Bankruptcy Court and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectivelyCode, theincluding, without limitation, any

Priority and Liens. (1a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having Super-priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code; Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (Collateral, including, without limitation, all Accounts arising after the Filing Date, except as otherwise provided in subparagraph (iii) below or in the Orders, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment of the Obligations) and on all cash maintained in the Letter of Credit L/C Cash Collateral Account and any direct investments of the funds contained therein; therein that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date or after giving effect to the occurrence of the Existing Lender Debt Repayment Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Liens junior Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors Collateral (not including property other than Collateral that is subject to existing Liens that presently that, prior to the Existing Lender Debt Repayment Date, secure the obligations of the Borrower and the Guarantors under the Existing Agreements Obligations, as to which the Liens Lien in favor of the Agent and the Banks Lenders will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Petition Date or valid Liens perfected (includingbut not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, without limitation, Accounts in existence as of the Filing Date that are subject and to other valid and perfected Liens in favor of which are senior (after giving effect to the Real Estate Financiers Interim Order (and the proceeds thereofFinal Order, as applicable)) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date Liens granted to the Agent and the Lenders pursuant to the Interim Order (and the Final Order, as permitted by Section 546(bapplicable) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) prior to the Existing Lender Debt Repayment Date, pursuant to Section 364(d)(1) of the Bankruptcy Code, the Loans shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all prePre-petition Petition Collateral and post-petition property any Property of the Borrower and the Guarantors that Debtors on which a Lien is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Petition Date to provide adequate protection in respect of the Existing Agreements; Lender Debt, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to (x) in the event of following the occurrence and during the continuance of a Default or an Event of Default, the payment (as the same may be due and payable) of (1) accrued and unpaid professional fees and disbursements theretofore incurred as allowed by order of the occurrence Bankruptcy Court and during incurred by the continuance Borrower and any statutory committee of an uncured or unwaived Event unsecured creditors appointed in the Cases and any disbursements of Default, and (2) professional fees and disbursements incurred during the time any member of such continuance committee in an aggregate amount not to exceed $3,000,000 (in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court addition to compensation previously awarded whether or not paid) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, thethe "CARVE-OUT"), PROVIDED, FURTHER, that following the Termination Date amounts in the L/C Cash Collateral Account shall not be subject to the Carve-Out. The Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out. The Liens and Super-priority Claims granted to the Tranche A Lenders to secure the Total Tranche A Outstandings shall be senior and prior to the Liens and Super-priority Claims granted to secure the Tranche B Loans.

Priority and Liens. (1) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim OrderOrder (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness permitted by Section 6.03(vii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; , (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents shall at all times be secured by a perfected first priority Liens Lien on all unencumbered pre-petition and post-petition property of the Borrower and the Guarantors (including, without limitationbut not limited to, all Accounts arising after of the Filing Datecapital stock of Toy Biz that is held beneficially or of record, except as otherwise provided in subparagraph (iii) below by the Borrower or any of the Guarantors but limited, in the Orderscase of Subsidiaries that are incorporated in jurisdictions other than within the United States, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of action, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, the proceeds of such causes of action shall be available for the repayment to 65% of the Obligationsissued and outstanding capital stock thereof) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; , (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents shall be secured by a perfected Liens Lien upon all pre-petition and post-petition property of the Borrower and the Guarantors (not including other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreements Agreements, as to which the Liens Lien in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Filing Date and to other Permitted Liens described in clause (including, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18v) of the Bankruptcy Code or to Permitted Liensdefinition of such term herein (and extensions, renewals and replacements thereof described in clause (vi) of such definition), junior to such valid and perfected Liens; , and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents shall be secured by perfecteda perfected first priority, senior priming Liens Lien on all pre-petition and post-petition property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, equipment, intellectual property and the capital stock of certain direct or indirect Subsidiaries of the Borrower (other than Toy Biz) and the proceeds thereof) that is subject to (A) the existing Liens that presently secure the obligations of the Borrower Borrower's and the Guarantors Guarantors' pre-petition Indebtedness under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liens) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreements; , subject in each case only to (x) in the event of the occurrence and during the continuance of an Event of DefaultDefault or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of by the occurrence and during Borrower, the continuance of an uncured or unwaived Event of DefaultGuarantors, and (2) professional fees and disbursements incurred during any statutory committees appointed in the time of such continuance Cases in an aggregate amount not in excess of $3,500,000, in each case by the Borrower, the Guarantors and any statutory committee appointed in the Cases and allowed by an order of the Bankruptcy Court 2,500,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court ss.1930 (collectively, thethe "Carve-Out"), provided that following the Termination Date amounts in the Letter of Credit Account shall not be subject to the Carve-Out. The Banks agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out.

Priority and Liens. (1) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order and the Thirteenth Amendment Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness arising after the Filing Date owed to any Lender (or its banking Affiliates) permitted by Section 6.03(vii6.03(viii): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Section Sections 503(b) or 507(b) of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by (1) a perfected first priority Liens Lien in favor of the Collateral Agent for the benefit of the Tranche A Lenders and the Tranche B Lenders on all unencumbered pre-petition tangible and post-petition intangible property (excluding the Tranche C Priority Collateral) of the Borrower Borrower's and the Guarantors Guarantors' respective estates in the Cases that is not subject to valid, perfected and non-avoidable liens in existence as of the Filing Date, including, without limitation, unencumbered aircraft, spare engines, spare parts inventory, accounts receivable, general intangibles (including, without limitation, all Accounts arising rights to receive the equity value of property subject to Liens referred to in Section 6.01(i) and Permitted Liens after the Filing Datepayment in full of the Indebtedness secured by such Liens), except as otherwise provided in subparagraph Routes, Slots, QEC Kits, Flight Simulators, Supporting Route Facilities, Gate Leaseholds, Foreign Slots (iii) below or in to the Ordersextent that the grant of a Lien on such Supporting Route Facilities, with any such Account on which the Agent and the Banks do not have a first priority perfected Lien being excluded from the Borrowing Base, but excluding bankruptcy causes of actionGate Leaseholds and/or Foreign Slots is permitted by applicable law, it being understood that, notwithstanding such exclusion of bankruptcy causes of action, that in any event the Lien described in this clause shall extend to the proceeds of any disposition of any such causes of action shall be available for Supporting Route Facilities, Gate Leaseholds and/or Foreign Slots), trademarks, tradenames, inventory, leasehold interests (including, without limitation, leasehold interests in hangars and parts depots) and other property, plant and equipment of, and debt and equity investments by, the repayment of Borrower and the Obligations) Guarantors, and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; therein [(excluding]and (2) a perfected first priority Lien in favor of the Tranche C Collateral Agent for the benefit of the Tranche C Lenders on the Tranche C Priority Collateral (excluding in each case, (v) the Avoidance Actions (it being understood that, notwithstanding such exclusion, the proceeds of such actions shall be available to repay the Obligations), (w) the Escrow Accounts (it being understood that, notwithstanding such exclusion, the Borrower's and any applicable Guarantor's rights to receive any excess funds remaining in the Escrow Accounts following the payment in full of the taxes, fees and charges payable from such Escrow Accounts shall be subject to the first priority Lien described in this clause), (x) the Section 1110 Assets and any Acquired 1110 Assets pledged as security for Permitted Aircraft Financing, (y) that certain parcel of real property referred to in clause (xxi) of Section 6.01 of the Credit Agreement and (z) interests of the Borrower and any Guarantor in the joint ventures set forth on Schedule A (but only to the extent that applicable law does not permit an assignment of such interests, it being understood that in any event the Lien described in this clause shall extend to the proceeds of any disposition of any such joint venture interests and all distributions thereon)), and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by (1) a perfected Liens Lien [upon]in favor of the Collateral Agent for the benefit of the Tranche A Lenders and the Tranche B Lenders upon the Tranche C Priority Collateral (junior only to the Lien granted in favor of the Tranche C Collateral Agent) and all pre-petition tangible and post-petition intangible property of the Borrower and the Guarantors (not including property Guarantors' respective estates in the Cases that is subject to existing Liens that presently secure the obligations of the Borrower valid, perfected and the Guarantors under the Existing Agreements as to which the Liens in favor of the Agent and the Banks will be as described in clause (iv) of this sentence) that is subject to valid and perfected non-avoidable Liens in existence on the Filing Date (includingDate, without limitation, Accounts in existence as of the Filing Date that are subject to valid and perfected Liens in favor of the Real Estate Financiers and the proceeds thereof) or to valid Liens in existence on the Filing Date or that are perfected subsequent to the Filing Date as permitted by Section 546(b) or 362(b)(18) of the Bankruptcy Code or to Permitted Liens, junior to such valid and perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by perfected, senior priming Liens on all pre-petition and post-petition property of the Borrower and the Guarantors that is subject to (A) the existing Liens that secure the obligations of the Borrower and the Guarantors under and in connection with the Existing Agreements (subject to any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject or to valid liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code (other than the Section 1110 Assets) or 362(b)(18to Permitted Liens, junior to such valid and perfected Liens[, subject] and (2) a perfected Lien in favor of the Tranche C Collateral Agent for the benefit of the Tranche C Lenders immediately junior to the Liens granted to the Collateral Agent pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code or to Permitted Adequate Protection Liens and Permitted Liensin the assets described in subparagraphs (ii)(1) and (Biii)(1) any Liens granted after the Filing Date to provide adequate protection of this Section 2.23(a), subject in respect of the Existing Agreements; subject each case only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of (1) accrued allowed and unpaid professional fees and disbursements theretofore incurred as of or accrued by the occurrence Borrower, the Guarantors and during any statutory committees appointed in the continuance of an uncured or unwaived Event of Default, and (2) professional fees and disbursements incurred during the time of such continuance Cases in an aggregate amount not in excess of $3,500,00035,000,000 (plus all unpaid professional fees and disbursements accrued or incurred prior to the occurrence of an Event of Default and reflected on the most recent Borrowing Base Certificate, or otherwise reported in each case by writing to the BorrowerAgents, to the Guarantors and any statutory committee appointed in the Cases and extent allowed by an order of the Bankruptcy Court at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Section 1930 and to the Clerk of the Bankruptcy Court ((x) and (y) collectively, thethe "Carve-Out"), provided, that, no portion of the Carve-Out shall be utilized to fund prosecution or assertion of any claims against the Agents, the Tranche C Agent, the Lenders, the Paying Agent, the Collateral Agent, the Tranche C Collateral Agent or Fronting Bank (it being understood that, in the event of the liquidation of the Borrower's and the Guarantors' estates the amount of the Carve-Out shall be funded into a segregated account prior to the making of the distributions). The Lenders agree that so long as no Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of fees and expenses allowed and payable under 11 U.S.C. SectionSection 321, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. Subject to the priorities set forth in subsection (a) above and in Section 11 and to the Carve-Out, as to all real property the title to which is held by the Borrower or any of the Guarantors, or the possession of which is held by the Borrower or any of the Guarantors pursuant to leasehold interest, the Borrower and each Guarantor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over, first, unto the Collateral Agent on behalf of the Tranche A Lenders and the Tranche B Lenders and, second, the Tranche C Collateral Agent on behalf of the Tranche C Lenders all of the right, title and interest of the Borrower and such Guarantor in all of such owned real property and in all such leasehold interests, together in each case with all of the right, title and interest of the Borrower and such Guarantor in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. The Borrower and each Guarantor acknowledges that, pursuant to the Orders, the Liens in favor of the Collateral Agent on behalf of the Tranche A Lenders and the Tranche B Lenders and in favor of the Tranche C Collateral Agent on behalf of the Tranche C Lenders in all of such real property and leasehold instruments (limited, in the case of leasehold interests, to the proceeds received upon any sale, disposition or termination thereof) shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower and each Guarantor further agrees that, upon the request of either Agent (in consultation with the other Agent) or the Tranche C Agent, the Borrower and such Guarantor shall enter into separate fee or leasehold mortgages in recordable form with respect to such properties on terms reasonably satisfactory to the Agents or the Tranche C Agent.