Common use of Priority and Liens Clause in Contracts

Priority and Liens. (a) The Debtors hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a perfected first priority Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as of the Petition Date or a valid Lien 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, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien upon all Collateral

Priority and Liens. Each of the Borrowers hereby covenants and agrees that upon the entry of an Interim DIP Order (and when applicable, the Final DIP Order), and at all times thereafter: (a) The Debtors hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (i) pursuant Pursuant to Section 364(c)(1) of the Bankruptcy Code, all of its Obligations shall at all times constitute an allowed Superpriority ClaimsClaim in the Cases: (a) except as set forth in the Interim DIP Order (and when applicable, the Final DIP Order), with priority over any and all administrative expense claims and unsecured claims against the Borrowers or their estates in any of the Cases (but junior only to the Carve-Out, and pari passu with the A/R Securitization Facility Superpriority Claim), at any time existing or arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to Bankruptcy Code Sections 105, 326, 328, 330, 331, 364, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 726, 1113 and 1114, and any other provision of the Bankruptcy Code, as provided under Section 364(c)(1) of the Bankruptcy Code; and (b) which shall at all times be senior to the rights of the Borrowers and their estates, and any successor trustee or other estate representative to the extent permitted by law. (b) Such Superpriority Claim shall, for purposes of Section 1129(a)(9)(A) of the Bankruptcy Code, be subject and subordinate to the Carve-Out and shall be considered an administrative expense allowed under Section 503(b) of the Bankruptcy Code, shall be against each Borrower on a joint and several basis, and shall be payable from and have recourse to all property of the Debtors’ estates (including, without limitation, all claims and causes of action arising under chapter 5 of the Bankruptcy Code and any the proceeds thereof). Notwithstanding anything to the contrary, such Superpriority Claim shall be pari passu with any A/R Securitization Facility Superpriority Claim. (c) The Liens granted to the Collateral Agent (for the benefit of the Secured Parties) securing the Obligations are continuing, valid, binding, enforceable, non-avoidable and perfected liens on all Collateral, and shall constitute, subject to clause (d) below: (i) pursuant to Section 364(d)(1) of the Bankruptcy Code, a valid perfected first priority priming lien on, other than the Receivables Equity, all of the existing and after-acquired personal and real property, leasehold interests in real property, and tangible and intangible personal property of the Borrowers, including, without limitation, all cash and cash equivalents, all surface land, accounts receivable and other receivables (other than, in each case, the A/R Securitization Facility Collateral), inventory, equipment, machinery, parts, supplies, rolling stock, fixtures, patents, trade names, trademarks, copyrights, other general intangibles and membership interests, capital stock and Equity Interests owned by the Borrowers, in each case, together with the proceeds thereof and all books and records relating thereto; provided, that, such priority priming lien shall be subject to the Prior Permitted Liens and any account holding adequate assurance deposits for the benefit of the Borrowers’ utility providers during the pendency of the Cases; (ii) pursuant to Section 364(c)(3) of the Bankruptcy Code, subject to the Carve-Out, a valid perfected second priority lien on (A) the Receivables Equity and (B) any collateral subject to a Prior Permitted Lien (other than the A/R Securitization Facility Collateral); and (iii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a perfected first priority Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as of the Petition Date or a valid Lien perfected (but not granted) thereafter subject to the extent such postCarve-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusionOut, upon entry of the Final Order, DIP Order and to the extent approved by the Bankruptcy Court, a valid perfected first priority lien on any property or proceeds recovered from any Avoidance Actions; provided, that, there shall be no Lien on amounts held in trust by a Specified Borrower for the A/R Securitization Seller or the secured parties under the A/R Securitization Facility. (d) The Liens granted to the Collateral Agent (for the benefit of the Secured Parties) and such Lien Superpriority Claim, subject to the Carve-Out: (i) shall attach not be subject to any proceeds thereof)Sections 506, (iii) pursuant to 510, 549, 550, or 551 of the Bankruptcy Code or the “equities of the case” exception of Section 364(c)(3) 552 of the Bankruptcy Code, (i) shall not be secured by a perfected junior Lien upon all Collateral that is subject to subordinate to, or pari passu with, (Aw) validany lien, perfected and non-avoidable Liens security interest or claim heretofore or hereinafter granted in any of the Cases or any Successor Cases (other than to secure the Debtors’ Prepetition Obligations) in existence A/R Securitization Facility Superpriority Claim and the liens on the Petition Date or valid Liens perfected Receivables Equity), (but not grantedy) thereafter to any lien that is avoided and preserved for the extent such post-Petition Date perfection in respect benefit of a pre- Petition Date claim is expressly permitted the Borrowers and their estates under Section 551 of the Bankruptcy Code and or otherwise or (By) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunderany intercompany or affiliate liens or claims of the Debtors, and (iviii) pursuant shall be valid and enforceable against any trustee or any other estate representative appointed or elected in the Cases, upon the conversion of any of the Cases to Section 364(d)(1) a case under chapter 7 of the Bankruptcy CodeCode or in any other proceedings related to any of the foregoing, and/or upon the dismissal of any of the Cases. (e) All of the Liens described in this Section 2.19 that have been granted to the Collateral Agent (for the benefit of the Secured Parties) shall be secured effective and perfected upon entry of the Interim DIP Order, without the necessity of the execution, recordation of filings by a perfected first priority senior priming Lien upon all the Debtors of mortgages, intellectual property security agreements, security agreements, control agreements, pledge agreements, financing statements or other similar documents, lien notation on any certificates of title, or the possession or control by any Agent or any Secured Party of, or over, any Collateral, as set forth in the Interim DIP Order.

Priority and Liens. (a) The Debtors Borrower, FCI and Holdings each hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, the Obligations of the Borrower, FCI and Holdings hereunder and under the Loan Documents and in respect of Indebtedness permitted by Sections 6.3(vi) and Section 6.3(vii) shall at all times constitute allowed Superpriority Claimsadministrative expense claims in the Cases having priority over all administrative expenses of the kind specified in 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, FCI and Holdings hereunder and under the Loan Documents and in respect of Indebtedness permitted by Sections 6.3(vi) and Section 6.3(vii) shall at all times be secured by a perfected first priority Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected Borrower, FCI and Holdings (including, but not granted) thereafter limited to, property that secured the obligations of the Borrower under the Existing Agreements prior to the extent such post-Petition Date perfection Filing Date) and all cash maintained in respect the Letter of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims Credit Account and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 any direct investments of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), funds contained therein and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) validthe Obligations of the Borrower, perfected FCI and non-avoidable Liens (other than to secure Holdings hereunder and under the Debtors’ Prepetition Obligations) in existence on the Petition Date or valid Liens perfected (but not granted) thereafter to the extent such post-Petition Date perfection Loan Documents and in respect of a pre- Petition Date claim is expressly Indebtedness permitted under the Bankruptcy Code by Sections 6.3(vi) and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien upon all CollateralSection

Priority and Liens. (a) The Debtors hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, including without limitation, all obligations arising in connection with the cash management services provided by Bank One, N.A. and the obligations in respect of the Debtors pursuant overdrafts referred to Article X, in Section 6.03(v) hereof, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claimsadministrative expense claims in the Cases having priority over all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code (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 Lien on all Collateral that is otherwise not encumbered by a valid, perfected unencumbered pre- and nonpost-avoidable Lien as petition property of the Petition Date or a valid Lien perfected (but not granted) thereafter to Debtors, other than the extent Excluded Stock and Avoidance Actions, wherever located, including, without limitation, all such post-Petition Date perfection unencumbered property located in respect Mexico, and on all cash maintained in the Letter of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims Credit Account and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 any direct investments of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof)funds contained therein, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral pre- and post-petition property of the Debtors (other than the property that is subject to the existing Liens in favor of the Pre-Petition Agent and the Pre-Petition Lenders that presently secure the Pre-Petition Obligations) that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date or Filing Date, (B) 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 (but not granted) thereafter only to the extent that the Agent and the Required Lenders shall have agreed with the Debtors as to the amount secured by such post-Petition Date perfection in respect Liens and the extent of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and property encumbered thereby), or (BC) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunderPermitted Liens, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priority, senior priming Lien on all 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 proceeds thereof) that is subject to existing Liens that presently secure the 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 subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code) which senior priming liens shall also prime any Liens granted after the Filing Date to provide adequate protection in respect of the Pre-Petition Agreement; 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 Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of accrued and unpaid professional fees and disbursements incurred by the Debtors and any statutory committees appointed in the Cases due and owing as of the 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. Section 1930 and to the Clerk of the Bankruptcy Court ((x) and (y) collectively, the "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. (b) As to all real property, if any, the title to which is held by the Borrower or any of the other Debtors, or the possession of which is held by the Borrower or any of the other Debtors pursuant to leasehold interest, and which secures the obligations under the Pre-Petition Agreement, the Borrower and each of the other Debtors hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent on behalf of the Lenders all of the right, title and interest of the Borrower and such other Debtor 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 other Debtor 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 other Debtor acknowledges that, pursuant to the Orders, the Liens in favor of the Agent on behalf of the Lenders in all of such real property and leasehold instruments, if any, shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower and each of the other Debtors further agrees that, upon all Collateralthe request of the Agent, the Borrower and such other Debtor shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms reasonably satisfactory to the Agent.

Priority and Liens. (a) The Debtors Each of the Loan Parties hereby covenantcovenants and agrees that upon the entry of, represent and warrant thatsubject to, upon entry of the Interim Order (and when applicable, the Final Order, as applicable)) and subject to the Carve Out, the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, Obligations: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed DIP Superpriority ClaimsClaims in the Cases, which DIP Superpriority Claims shall rank senior to all other claims; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times (subject, in the case of UK Loan Parties and UK Security Documents, to the UK Legal Reservations and the UK Perfection Requirements) be secured by a perfected valid, binding, continuing, enforceable, perfected, first priority Lien on all the DIP Priority Collateral that is otherwise not encumbered owned by a valid, perfected and non-avoidable Lien as of the Petition Date or a valid Lien 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, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), Debtors; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable, perfected first priority Lien on (x) the First Lien Notes Priority Collateral, which Lien securing the Obligations shall be junior solely to the Lien securing the First Lien Notes Obligations and senior priming to the Lien securing the Second Lien Notes Obligations and (y) the Encumbered Collateral, which Lien securing the Obligations shall be junior solely to the Lien securing such other obligations as of the Petition Date. (b) The relative priorities of the Liens described in this Section 2.22 with respect to the DIP Collateral shall be as set forth in the Interim Order (and, when entered, the Final Order), the Guarantee Agreement, and the Pledge and Security Agreement. In accordance with the Interim Order (and, once entered, the Final Order), all of the Liens described in this Section 2.22 shall be effective and perfected upon entry of the Interim Order without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, pledge agreements, financing statements or other similar documents, or the possession or control by the Administrative Agent or Collateral Agent, of, or over, any DIP Collateral, as, and to the extent, set forth in the Interim Order. (c) Each Loan Party that is a Debtor hereby confirms and acknowledges that, pursuant to, and to the extent set forth in, the Interim Order (and, when entered, the Final Order), the Liens in favor of the Collateral Agent on behalf of and for the benefit of the Secured Parties in all of the DIP Collateral, now existing or hereafter acquired, shall be created and perfected without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, pledge agreements, financing statements or other similar documents, or the possession or control by the Administrative Agent or Collateral Agent, of, or over, any DIP Collateral.

Priority and Liens. (a) The Debtors hereby covenantLender Group’s Liens shall, represent pursuant to Sections 364(c)(2) and warrant that, upon entry 364(d)(1) of the Interim Order (Bankruptcy Code, be senior, priming Liens senior to all other Liens, administrative expenses, claims and interests of the kinds specified in, or ordered pursuant to, Section 105, 326, 330, 331, 361, 363, 364, 503(b), 506(c), 507(a), 507(b), 726 or any other provision of the Bankruptcy Code, other than the Senior Claims and the Carve-Out Expenses, all as more fully set forth in the Final Financing Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X,. (ib) All Obligations shall, pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at be allowed administrative expenses of the Borrowers in the Chapter 11 Cases with super priority status senior to all times constitute allowed Superpriority Claimsother administrative expenses, (ii) claims and interests of the kinds specified in, or ordered pursuant to to, Section 364(c)(2) 105, 326, 330, 331, 363, 364, 503(b), 506(c), 507(a), 507(b), 726 or any other provision of the Bankruptcy Code, and shall at all times be secured by a perfected first priority Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as senior to the rights of the Petition Date Borrowers, the Estates, the Committee, and any successor trustee or a valid Lien perfected (but not granted) thereafter to Estate representative in the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code, excluding subject only to the Carve-Out Expenses, all as more fully set forth in the Final Financing Order. (c) The Lender Group’s Liens and the Lenders’ Post-Petition Super Priority shall also have priority over any claims and causes of action or administrative expenses arising under Sections 502(d), 544, 545, 547, 548, 549 and 550 Section 506(c) of the Bankruptcy Code (it being understood thatsubject and subordinate only to, notwithstanding such exclusion, upon entry in the case of the Final OrderLender Group’s Liens only, the Senior Claims and, in the case of both the Lender Group’s Liens and the Lenders’ Post-Petition Super Priority, the Carve-Out Expenses. So long as no Carve-Out Event shall have occurred and be continuing (i) the Borrowers shall be permitted to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), (iii) pursuant to Section 364(c)(3) pay administrative expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected as the same may become due and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunderpayable, and (ivii) pursuant such payments shall not be applied to Section 364(d)(1) reduce the Carve-Out Expenses, in each instance without prejudice to any the right of any Agent or any Lender to object to the Bankruptcy Codeinterim or final allowance of any compensation or reimbursement of expenses. Except as set forth herein or in the Final Financing Order, no other administrative expense having a priority superior to or pari passu with that granted to the Lenders by the Final Financing Order shall be secured by a perfected first priority senior priming Lien upon all Collateralgranted or approved while any Obligations under this Agreement remain outstanding.

Priority and Liens. (a) The Debtors Each of the Borrowers and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrowers and the Guarantors hereunder and under the other Loan DocumentsDocuments and in respect of Indebtedness, Banking Services Obligations and Swap Obligations (to the obligations of extent the Debtors pursuant same are Obligations) arising after the applicable Filing Date owed to Article X, one or more Lender: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute joint and several allowed Superpriority Claims, administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in 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 Lien on all Collateral tangible and intangible property of the Borrowers’ and the Guarantors’ respective estates in the Cases that is otherwise not encumbered by a subject to valid, perfected and non-avoidable Lien liens as of the Petition Date or a valid Lien perfected (but not granted) thereafter to applicable Filing Date, and on all cash maintained in the extent such post-Petition Date perfection in respect Letter of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims Credit Account and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 any direct investments of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), funds contained therein; and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is tangible and intangible property of the Borrowers and the Guarantors subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition applicable Filing Date or to valid Liens in existence on the applicable Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition applicable Filing Date perfection in respect of a pre- Petition Date claim is expressly as permitted under the Bankruptcy Code and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to by Section 364(d)(1546(b) of the Bankruptcy Code; in the case of each of clauses (i) through (iii) 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 allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $4,000,000 and (y) the payment of unpaid fees of the US Trustee pursuant to 28 U.S.C. § 1930 (collectively, the “Carve-Out”). The Lenders agree that so long as no Default shall have occurred and be continuing, the Borrowers and the Guarantors shall be secured 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. (b) Subject to the priorities set forth in subsection (a) above and to the Carve-Out, as to all real property the title to which is held by any of the Borrowers or any of the Guarantors, or the possession of which is held by any of the Borrowers or any of the Guarantors pursuant to leasehold interest, including, without limitation, Eligible Real Estate, each Borrower and each Guarantor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent on behalf of the Lenders all of the right, title and interest of such 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 such 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. Each Borrower and each Guarantor acknowledges that, pursuant to the Order, the Liens in favor of the Agent on behalf of the Lenders in all of such real property and leasehold instruments shall be perfected first priority senior priming Lien without the recordation of any instruments of mortgage or assignment. Each Borrower and each Guarantor further agrees that, upon all Collateralthe request of the Agent, such Borrower and such Guarantor shall enter into separate fee or leasehold mortgages in recordable form pursuant to Mortgages or deeds of trust, as applicable, substantially in the form of Exhibit H.

Priority and Liens. (a) The Debtors Subject to the Orders and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrower and the Guarantors hereunder and under the other Loan DocumentsDocuments and in respect of Indebtedness owing to JPMorgan Chase Bank, N.A., any Lender and the obligations any of the Debtors pursuant to Article X, their banking Affiliates permitted by Section 6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claims, administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in 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 Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected Borrower's and the Guarantors' respective estates in the Cases, including, without limitation, all present and future accounts receivable (but not granted) thereafter other than, prior to any repurchase thereof by any of the Debtors, such accounts receivable sold to the extent such post-Petition Receivables Subsidiary prior to the Filing Date perfection pursuant to 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 any Subsidiaries of the Borrower and Guarantors (excluding (x) the Borrower's and the Guarantors' rights in respect of a pre-Petition Date claim is expressly permitted avoidance actions under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusionexclusion of avoidance actions, upon entry the proceeds of such actions (including, without limitation, assets as to which liens are avoided) shall be subject to such liens under Section 364(c)(2) of the Final OrderBankruptcy Code and available to repay the 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 the extent approved by such liens under Section 364(c)(2) of the Bankruptcy Court, such Lien shall attach Code and available to repay the Obligations) and on all cash maintained in the Letter of Credit Account and any proceeds thereof), direct investments of the funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrower and the Guarantors (other than the property that is subject to existing Liens that presently secure the obligations of the Borrower and the Guarantors under the Existing Agreement and Liens that are junior to such existing Liens, as to which the Lien in favor of the Agent and the Lenders will be as described in clause (Aiv) of this sentence) that is subject to valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date or to valid Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Filing Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code or to Permitted Liens, junior to such valid, perfected and (B) other than as provided in clause (iv) below, postnon-Petition Date Liens permitted hereunder, avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priority, senior priming Lien on all of the tangible and intangible property of the Borrower and the Guarantors (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 the Existing 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 subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code) and any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Agreement, 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 Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of allowed and unpaid professional fees and disbursements incurred by the Borrower, the Guarantors and any statutory committees appointed in the Cases in an aggregate amount not in excess of $7,000,000 (plus all unpaid professional fees and disbursements incurred prior to the occurrence of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both to the extent allowed by 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, the "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). (b) 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. (c) Subject to the priorities set forth in subsection (a) above 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 interests and which secures the obligations under the Existing Agreement, the Borrower and each Guarantor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent on behalf of the 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 Agent on behalf of the Lenders in all of such real property and leasehold instruments shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower and each Guarantor further agree that, upon all Collateralthe request of the Agent, the Borrower and such Guarantor shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms reasonably satisfactory to the Agent.

Priority and Liens. (a) The Debtors Subject to the Orders and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and Secured Obligations (including the obligations of the Debtors pursuant Borrower and the Guarantors in respect of any hedging obligations permitted hereunder and Indebtedness permitted by Section 6.03(viii), in each case owing to Article X,JPMCB, any other Lender or any of their respective banking Affiliates) and subject, in each of clauses (i) through (iv) below, to the Carve-Out: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed claims in the Cases having priority over any and all administrative expenses, diminution claims (including the Superpriority ClaimsClaims 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 all administrative expenses of the kind specified in 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 senior security interest in and Lien on all Collateral tangible and intangible property of the Borrower's and the Guarantors' respective estates in the Cases that is otherwise not encumbered by a subject to valid, perfected and perfected, non-avoidable Lien and enforceable Liens in existence as of the Petition Filing Date or a valid Lien Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to such date to the extent such post-Petition Date perfection in respect permitted by Section 546(b) of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, including all present and future accounts receivable, 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 and on all cash and investments maintained in the Letter of Credit Account (but excluding claims (x) the Borrower's and causes the Guarantors' rights in respect of action avoidance actions under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code and (y) joint venture interests with respect to which a valid prohibition on pledging such interests or granting Liens thereon exists, it being understood that, notwithstanding such exclusionexclusion of such interests, upon entry the proceeds of such interests shall be subject to such liens under Section 364(c)(2) of the Final Order, Bankruptcy Code and available to satisfy the extent approved by Obligations and the Bankruptcy Court, such Lien shall attach to any proceeds thereofother Secured Obligations), ; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable and fully-perfected junior Lien security interests in and Liens upon all Collateral tangible and intangible property of the Borrower and the Guarantors (provided that as set forth in clause (iv) of this sentence, the existing Liens that presently secure the obligations of the Borrower and the Existing Guarantors under the Existing Agreement will be primed by the Lien in favor of the Administrative Agent and the Lenders as described in clause (iv) of this sentence) that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date or that is subject to valid Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Filing Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and (B) other than as provided the property referred to in clause (iv) below that is subject to the existing Liens described in clause (iv) below, postas to which the Lien in favor of the Administrative Agent and the Lenders will be as described in clause (iv) below), junior to such valid, perfected and non-Petition Date Liens permitted hereunder, and avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable and fully-perfected first priority senior priming security interest in and senior priming Lien on all of the tangible and intangible property of the Borrower and the Guarantors that is subject to existing Liens that presently secure Borrower's and the Existing Guarantors' pre-petition Indebtedness under the Existing Agreement (but subject and subordinate to (A) the Carve-Out and (B) any Liens in existence on the Filing Date to which the Liens being primed hereby are subject or become subject subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code), senior to all of such Liens; provided, however, that (w) the Borrower and the Guarantors shall not be required to pledge to the Administrative Agent in excess of 65% of the voting capital stock of its direct Foreign Subsidiaries or any of the capital stock or interests of its indirect Foreign Subsidiaries (if, in the good faith judgment of the Borrower, adverse tax consequences would result to the Borrower), (x) no portion of the Carve-Out may be utilized to fund prosecution or assertion of any claims against the Administrative Agent, the Lenders or the Issuing Lenders, (y) following the Termination Date, amounts in the Letter of Credit Account shall not be subject to the Carve-Out and (z) 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 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 title 11 of the United States Code, as the same may be due and payable, and the same shall not reduce the Carve-Out. (b) Subject to the priorities set forth in subsection (a) above 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 interests and which secures the Existing Indebtedness, the Borrower and each Guarantor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent on behalf of the 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 Administrative Agent on behalf of the Lenders in all of such real property and leasehold instruments shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower and each Guarantor further agrees that, upon all Collateralthe request of the Administrative Agent following the occurrence of an Event of Default (regardless of whether such Event of Default is continuing), 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 Administrative Agent.

Priority and Liens. All of the Obligations shall at all times from and after the Petition Date: (a) The Debtors hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed superpriority administrative expense claims against the Loan Parties in each of the Cases and any Successor Case, on a joint and several basis (without the need to file any proof of claim), with priority in payment over any and all other administrative expense claims, secured claims, unsecured claims and all other claims against the Loan Parties, now existing or hereafter arising, of any kind or nature whatsoever (the “DIP Superpriority ClaimsClaim”), including, without limitation, all administrative expenses of the kind specified in or ordered pursuant to Sections 105, 326, 328, 330, 331, 364, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113 or 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code or applicable non-bankruptcy law, which claims shall for purposes of Section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under Section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all pre- and postpetition property of the Loan Parties and all proceeds thereof, including all Collateral (iiincluding, from and after the Final Order Entry Date, subject to the approval of the Bankruptcy Court in the Final Order, all proceeds of claims or causes of action under Sections 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code (collectively, “Avoidance Actions”)), subject only to the Carve-Out; (b) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a perfected valid, fully and automatically perfected, continuing, enforceable, non-avoidable first priority security interest and Lien on all the Collateral that of each Loan Party, to the extent such Collateral is otherwise not encumbered by subject to (x) a valid, perfected and non-avoidable Lien as in favor of a third party that was in existence on the Petition Date or (y) a valid and non-avoidable Lien in favor of a third party that was in existence on the Petition Date and was perfected (but not granted) thereafter subsequent to the Petition Date solely to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 by Section 546(b) of the Bankruptcy Code (it being understood thatthe “Permitted Prior Liens”), notwithstanding such exclusion, upon entry of the Final Order, subject only to the extent approved by Senior Permitted Liens and the Bankruptcy Court, such Lien shall attach to any proceeds thereof), Carve-Out; and (iiic) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected valid, fully and automatically perfected, continuing, enforceable, non-avoidable junior security interest and Lien upon all on the Collateral that is of each Loan Party to the extent subject to Permitted Prior Liens, subject to (Ai) validsuch Permitted Prior Liens, perfected and non-avoidable (ii) the Senior Permitted Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (Biii) other than as provided in clause (iv) below, postthe Carve-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien upon all CollateralOut.

Priority and Liens. (a) The Debtors Subject to the Orders, the Credit Parties hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as when applicable)) by the Bankruptcy Court, the Obligations of the Debtors hereunder and under the other Loan DocumentsCredit Parties, and the obligations of the Debtors shall at all times, pursuant to Article X,to: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at constitute joint and several allowed superpriority administrative expense claims in the Cases having priority over all times constitute allowed Superpriority Claimsadministrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a perfected first priority Lien on all Collateral pre- and post-petition property of the Credit Parties and their respective estates that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as of the Petition Filing Date or a valid Lien perfected (but was 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, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected and non-avoidable Liens (other than as set forth in paragraph 8(a) of the Interim Order and the analogous section of the Final Order, with such Lien extending to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date or valid Liens perfected (but not granted) thereafter any proceeds of avoidance actions to the extent set forth in such post-Petition Date perfection paragraphs in respect of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and Orders; (Biii) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien on all pre- and post-petition property of the Credit Parties and their respective estates that as of the Filing Date was subject to existing Liens securing the Credit Parties’ Indebtedness under the Existing Facilities and any secured obligations to any Specified Guilds (the “Primed Liens”). Such priming Lien shall be senior to (A) all Primed Liens (but shall be subject to and not senior to any valid, perfected and unavoidable interests of other Persons arising out of Liens, if any, on such property in existence as of the Filing Date to the extent such Persons’ Liens were senior to the Primed Liens and unavoidable under applicable non bankruptcy law) and (B) any Liens granted after the Filing Date to provide adequate protection in respect of the Existing Facilities or the Guild Liens; (iv) Section 364(c)(3) of the Bankruptcy Code, be secured by a perfected junior Lien upon all Collateralpre- and post-petition property of the Credit Parties and their respective estates (other than the property described in clauses (ii) and (iii) of this Section 2.16 as to which the liens in favor of the Administrative Agent with respect to such property shall be as described in such clauses) that is subject to valid, perfected and unavoidable Liens in existence on the Filing Date, junior to such valid, perfected and non-avoidable Liens; Each of the Liens granted in favor of the Administrative Agent pursuant to the preceding clauses

Priority and Liens. (a) The Debtors Each of the Borrowers hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrowers hereunder and under the other Loan Documents, Documents and the obligations in respect of the Debtors pursuant to Article X, Indebtedness permitted by Section 6.3(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claims, 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 Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected (but 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 granted) thereafter be subject to the extent such postCarve-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrowers that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date or that is subject to valid Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Filing Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code Code; and (B) other than as provided in clause (iv) belowaddition, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy CodeCode and other than as expressly set forth in the Final Order, shall be secured by a perfected first priority priority, senior priming Lien on all of the property of the Borrowers (including, without limitation, inventory, receivables, rights under license agreements, and property, plant and equipment) that is subject to the existing liens which secure (x) the obligations of the Parent Borrower and certain of the Subsidiary Borrowers under or in connection with the Pre-Petition Credit Agreement, and (y) other obligations or indebtedness of the Borrowers pursuant to other agreements in an aggregate amount in excess of $2,500,000 (collectively, the "Primed Liens"), 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 commencement of the Cases to provide adequate protection Liens in respect of any of the Primed Liens but shall not prime Liens, if any, to the extent such Liens secure obligations (other than obligations under the Pre-Petition Credit Agreement) in an aggregate amount less than or equal to $2,500,000; subject in each case only to (x) in the event of the occurrence and during the continuance of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both (a "Default"), the payment of allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $3,000,000 (plus the amount set forth in the most recent Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent of then unpaid professional fees and expenses incurred prior to the occurrence of a Default or an Event of Default to the extent that such unpaid fees and expenses are subsequently allowed by the Bankruptcy Court), and (y) the payment of fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, 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 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. Notwithstanding the foregoing, so long as no Default or 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. ss.ss. 328, 330 and 331, as the same may be due and payable, and any ▇▇▇▇ensation and expenses previously paid, or accrued but unpaid, prior to the occurrence of such Default or Event of Default shall not reduce the Carve-Out. (b) Subject to the priorities set forth in subsection (a) above and to the Carve-Out, as to all real property the title to which is held by a Borrower, or the possession of which is held by a Borrower pursuant to leasehold interest, the Parent Borrower and each of the Subsidiary Borrowers hereby assign and convey as security, grant a security interest in, hypothecate, mortgage, pledge and set over unto the Administrative Agent on behalf of the Lenders all of the right, title and interest of the Borrowers, 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 Borrowers 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 Parent Borrower and each of the Subsidiary Borrowers acknowledge that, pursuant to the Interim Order (or the Final Order, as applicable), the Liens in favor of the Administrative Agent on behalf of the Lenders in all of such real property and leasehold instruments of the Borrowers shall be perfected without the recordation of any instruments of mortgage or assignment. The Parent Borrower and each of the Subsidiary Borrowers further agree that, upon the request of the Administrative Agent, in the exercise of its business judgment, the Parent Borrower and each of the Subsidiary Borrowers shall enter into separate fee mortgages in recordable form with respect to such properties on terms satisfactory to the Administrative Agent. (c) To the extent any Borrower makes aggregate payments to the Lenders in excess of the aggregate amount of all CollateralLoans received by such Borrower from the Lenders after the commencement of the Cases, then such Borrower, after the payment in full of all obligations of the Borrowers in respect of the Commitment and the termination of the Commitment, shall be entitled to a claim under Section 364(c)(1) of the Bankruptcy Code against each other Borrower, in such amount as may be determined by the Bankruptcy Court taking into account the relative benefits received by each such person, and such claims shall be deemed to be subordinate and junior in all respects to the superpriority claims of the Lenders and the superpriority claims granted as adequate protection to the Primed Parties.

Priority and Liens. (a) The Debtors Each of the Loan Parties hereby covenant, represent covenants and warrant that, agrees that upon the entry of the Interim Order (and and, when applicable, the Final Order, as applicable), the Obligations of the Debtors its obligations hereunder and under the other Loan Documents, Documents and subject in all respects to the obligations of the Debtors pursuant to Article X,Carve-Out: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a perfected first priority Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as of the Petition Date or a valid Lien 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, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priming security interest and lien on all prepetition and postpetition assets constituting the ABL Priority Collateral of any Debtor (collectively, the “Priming Liens”; provided that the Priming Liens shall not prime, and shall be junior to, valid, perfected, nonavoidable liens that are senior priming Lien to the liens securing the obligations outstanding under the Existing ABL Credit Agreement as of the Petition Date or that were perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code); (ii) subject to clause (i) above, pursuant to section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior security interest and lien on all prepetition and postpetition assets constituting the Notes Priority Collateral to the extent such assets are subject to valid, perfected and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date, or to valid and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, subject as to priority to such Liens in favor of such third parties; and (iii) pursuant to section 364(c)(1) of the Bankruptcy Code, shall constitute Superpriority Claims in the Cases, which claims in respect of the DIP ABL Revolver and the Last Out Term Loan Facility shall be pari passu and shall have full recourse against all assets of the Debtors (including the Unencumbered Foreign Equity) including, subject to the Final Order, proceeds of Avoidance Actions and subject, in each case, to any liens or claims that are senior to the Liens and claims securing the DIP Facilities. (b) The relative priorities of the Liens described in this Section 2.24 with respect to the DIP Collateral shall be as set forth in the Interim Order (and, when entered, the Final Order) and the other Loan Documents. All of the Liens described in this Section 2.24 shall be effective and perfected upon entry of the Interim Order, without the necessity of the execution, recordation of filings by the Debtors of mortgages, security agreements, control agreements, pledge agreements, financing statements, or other similar documents, or the possession of control of the Administrative Agent of, or over, any DIP Collateral, as set forth in the DIP Orders. (c) For the avoidance of doubt, (i) the DIP Collateral shall not include, and the DIP Liens shall not encumber, prepetition or postpetition assets that would not otherwise constitute ABL Priority Collateral or Notes Priority Collateral and (ii) the DIP Liens are junior in all respects to the Carve-Out with respect to the DIP Collateral. The Obligations under the DIP Facilities will at all times, and subject in all respects to the Carve-Out, (i) be secured by the DIP Liens (as defined in the Interim Order or the Final Order, as applicable) on the Collateral with the priorities set forth in the Interim Order or the Final Order, as applicable, and (ii) constitute Superpriority Claims.

Priority and Liens. (a) The Debtors Borrower and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (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 shall at all times constitute allowed Superpriority Claimsadministrative expense claims in the Cases having priority over all administrative expenses of the kind specified in 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 Lien on all Collateral unencumbered property of the Borrower and the Guarantors (including, but not limited to, all of the capital stock of Toy Biz that is otherwise not encumbered held beneficially or of record, by a valid, perfected and non-avoidable Lien as the Borrower or any of the Petition Date or a valid Lien perfected (Guarantors but not granted) thereafter limited, in the case of Subsidiaries that are incorporated in jurisdictions other than within the United States, to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 65% of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry issued and outstanding capital stock thereof) and all cash maintained in the Letter of Credit Account and any direct investments of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof)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 junior Lien upon all Collateral property of the Borrower and the Guarantors (other than the property that is subject to (A) valid, perfected and non-avoidable existing Liens (other than to that presently secure the Debtors’ Prepetition Obligations) in existence on obligations of the Petition Date or valid Liens perfected (but not granted) thereafter to Borrower and the extent such post-Petition Date perfection in respect of a pre- Petition Date claim is expressly permitted Guarantors under the Bankruptcy Code Existing Agreements, as to which the Lien in favor of the Agent and (B) other than the Banks will be as provided described in clause (iv) belowof this sentence) that is subject to valid and perfected Liens in existence on the Filing Date and to other Permitted Liens described in clause (v) of the definition of such term herein (and extensions, post-Petition Date Liens permitted hereunderrenewals 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 a perfected first priority priority, senior priming Lien upon on all Collateralproperty 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 existing Liens that presently secure the Borrower's and the Guarantors' pre-petition Indebtedness under the Existing Agreements and 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 Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of allowed and unpaid professional fees and disbursements incurred by the Borrower, the Guarantors, and any statutory committees appointed in the Cases in an aggregate amount not in excess of $2,500,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss.1930 (collectively, the "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. (a1) The Debtors Borrower hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations obligations of the Debtors Borrower hereunder and under the other Loan Credit Documents, and the obligations of the Debtors pursuant to Article X, (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 Superpriority Super-priority Claims, (ii) pursuant to Section Sections 364(c)(2) and (3) of the Bankruptcy Code, shall at all times be secured by a perfected lien on, and security interest in, all present and 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 on lien with respect to all Collateral property of the Borrower that is otherwise not encumbered by a valid, subject to any valid and perfected and non-avoidable Lien liens as of the Petition Filing Date or a and shall be junior in priority to valid Lien and 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 Codeliens, excluding claims and causes of action under Sections 502(d)if any, 544, 545, 547, 548, 549 and 550 as of the Bankruptcy Code Filing Date (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereofother than those described in clause (iii) below), ; and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to ------------ Section 364(d)(1) of the Bankruptcy Code, shall at all times be secured by a perfected first priority priority, senior priming lien on all of the property of the Borrower that secures the Prepetition Revolving Credit Obligations and the Prepetition Note Purchase Obligations, subject and subordinate in each case with respect to subclauses (i) through (iii) above, only to (x) 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 professional fees and disbursements allowed by 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. Section 1930 and any fees payable to the Clerk of the Bankruptcy Court, and (z) up to $650,000 for payment of trust fund taxes (collectively, the "Carve-Out"); provided that --------- -------- the Borrower makes no representation as to the perfection of any Lien upon 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. (2) As to all Collateral, including without limitation, all real property the title to which is held by the Borrower, or the possession of which is held by the Borrower pursuant to leasehold interest, the Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent all of the right, title and interest of the Borrower in all of such Collateral, including without limitation, all owned real property and in all such leasehold interests, together in each case with all of the right, title and interest of the Borrower 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 acknowledges that, pursuant to the Orders, the Liens granted in favor of the Agent (on behalf of the Lenders) in all of the Collateral shall be perfected without the recordation of any Code financing statements, notices of Liens or other instruments of mortgage or assignment. The Borrower further agrees that (i) the Agent shall have the rights and remedies set forth in Articles IX and X in respect of the Collateral and (ii) if ----------- - requested by the Agent, the Borrower shall enter into separate security agreements, pledge agreements and fee mortgages with respect to such Collateral on terms reasonably satisfactory to the Agent.

Priority and Liens. (a) The Debtors Borrower and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrower and the Guarantors hereunder and under the other Loan Documents, Documents and the obligations in respect of the Debtors pursuant to Article X, Indebtedness permitted by Section 6.03(iv): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claims, 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 Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected (but not granted) thereafter to Borrower and the extent such post-Petition Date perfection Guarantors and on all cash maintained in respect the Letter of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims Credit Account and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 any investments of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), funds contained therein; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrower and the Guarantors (other than the property that is subject to (A) valid, perfected and non-avoidable existing Liens (other than to that presently secure the Debtors’ Prepetition Obligationsobligations of the Borrower under the Pre-Petition Credit Agreement, as to which the Lien in favor of the Agent and the DIP Lenders will be as described in clause (iv) of this sentence) that is subject to valid and perfected liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code or to Permitted Liens, junior to such valid and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, perfected Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priority, senior priming Lien on all property of the Borrower and the Guarantors (including without limitation, accounts receivable, contracts, documents, inventory, equipment, general intangibles, instruments, interests in leaseholds, intellectual property, rights under license agreements and the capital stock of all direct and indirect Subsidiaries of the Borrower and, in each case, the proceeds thereof) that is subject to existing liens that presently secure the Borrower's pre-petition Indebtedness under the Pre-Petition Credit Agreement (but subject to any Liens in existence on the Petition Date to which the Liens being primed hereby are subject or become subject subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code) and any Liens granted after the Petition Date to provide adequate protection in respect of the Pre-Petition Credit Agreement, subject only to (x) in the event of the occurrence and during the continuance of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of allowed and unpaid professional fees and disbursements incurred by the Borrower, the Guarantors and any statutory committees appointed in the Cases in an aggregate amount not in excess of $1,500,000 (plus all unpaid professional fees and disbursements incurred prior to the occurrence of an Event of Default to the extent allowed by the Bankruptcy Court)(2) and (y) the payment of unpaid fees pursuant to 28 U.S.C. Section 1930 and to the Clerk of the Bankruptcy Court (collectively, the "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 ------------------------ (2) Note: Borrowing Base will reflect deduction for these amounts. 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, and PROVIDED FURTHER that, as to proceeds of causes of action to recover preferences, fraudulent transfers or other avoidance claims under chapter 5 of the Bankruptcy Code, the Agent and the DIP Lenders shall have been granted an administrative claim pursuant to Section 503(b) of the Bankruptcy Code. The Superpriority Claims shall at all times be senior to the rights of the Borrower, the Guarantors, any chapter 11 trustee and, subject to section 726 of the Bankruptcy Code, any chapter 7 trustee, or any other creditor (including, without limitation, post-petition vendors and other post-petition creditors) in the Cases or any subsequent proceedings under the Bankruptcy Code, including, without limitation, any chapter 7 cases if any of the Borrower's or the Guarantors' cases are converted to cases under chapter 7 of the Bankruptcy Code, subject only to the Carve-Out. 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 incurred in the ordinary course of business, or professional fees allowed and payable under 11 U.S.C. Section 330 and 11 U.S.C. Section 331 or otherwise permitted to be paid by Court order, 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. (b) 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, and which secures the obligations under the Pre-Petition Credit Agreement, the Borrower and each Guarantor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent on behalf of the DIP 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 Agent on behalf of the DIP Lenders in all of such real property and leasehold instruments shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower and each Guarantor further agree that, upon the request of the Agent, the Borrower and such Guarantor shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms satisfactory to the Agent and take all Collateralsteps necessary to record and perfect such mortgages and real property liens under applicable non-bankruptcy law.

Priority and Liens. (a) The Debtors hereby covenant, represent and warrant that, upon entry Each of the Loan Parties hereby covenants and agrees that upon the entry of, and subject to, the Interim DIP Order (and and, when entered, the Final DIP Order, as applicable)) and subject to the Carve Out in all respects, the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X,Obligations: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed super-priority administrative expense claim in the Cases (the “Superpriority ClaimsClaim”), subject only to the Carve Out and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code, which super-priority claims in respect of the Facilities shall rank pari passu with each other; (ii) pursuant to Section section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable, fully perfected first priority Lien on all Collateral that is otherwise not encumbered by a subject to valid, perfected and non-avoidable Lien as of the Petition Date or a valid Lien perfected (but not granted) thereafter to the extent unavoidable Liens; it being agreed that such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding Collateral shall exclude claims and causes of action under Sections sections 502(d), 544, 545, 547, 548, 549 550 and 550 553 of the Bankruptcy Code (it being understood thatcollectively “Avoidance Actions”) but include, notwithstanding such exclusion, upon subject to the entry of the Final Order, to the extent approved DIP Order by the Bankruptcy Court, such Lien shall attach to any the proceeds thereof), and (iii) pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable, fully perfected first priority senior priming Lien on all Collateral, which Liens shall be senior to the Liens (the “Primed Liens”) securing the Prepetition Credit Facilities and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide Adequate Protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the DIP Orders in respect of any of the Primed Liens, subject in each case only to (1) Non-Primed Excepted Liens, (iii2) the Carve Out and (3) and as otherwise set forth in the DIP Orders (the “Priming Liens”); and (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable fully perfected junior Lien upon on all Collateral that is subject to Customary Permitted Liens; (Ab) validThe Priming Liens (i) shall be subject and junior to the Carve Out in all respects, perfected and non-avoidable (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests in such property of the holders of the obligations in respect of the Primed Liens (other than the Prepetition Cash Collateralized LC Liens, as defined in the Interim DIP Order), and (v) shall also be senior to secure the Debtors’ Prepetition Obligations) in existence on any Liens granted after the Petition Date or valid Liens perfected (but not granted) thereafter to the extent such post-Petition Date perfection provide adequate protection in respect of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and Primed Liens. (Bc) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) The relative priorities of the Bankruptcy Code, Liens described in this Section 2.24 with respect to the Collateral shall be secured as set forth in the DIP Orders and the Collateral Documents. In accordance with the DIP Orders, all of the Liens described in this Section 2.24 shall be effective and perfected upon entry of the DIP Orders, without the necessity of the execution, recordation or filings by a perfected first priority senior priming Lien upon all the Debtors of security agreements, control agreements, financing statements or other similar documents, or the possession or control by the Collateral Agent of, or over, any Collateral, as set forth in the DIP Orders.

Priority and Liens. (a) The Debtors Subject to the Approval Order and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Approval Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and Secured Obligations (including the obligations of the Debtors pursuant Borrower and the Guarantors in respect of any hedging obligations permitted hereunder and Indebtedness permitted by Section 6.03(viii), in each case owing to Article X,JPMCB, any other Lender or any of their respective banking Affiliates) and subject, in each of clauses (i) through (iv) below, to the Carve-Out: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claimsclaims in the Cases having priority over any and all administrative expenses, diminution claims (including the Replacement Liens and Junior Adequate Protection Liens) and all other claims against the Borrower and the Guarantors, now existing or hereafter arising, of any kind whatsoever, including all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code; provided, however, that such claims granted under the Approval Order in respect of Obligations under the Tranche A Facility and the Tranche B Loan shall be senior in priority to such claims granted under the Approval Order in respect of Obligations under the Tranche C Loan; (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 senior security interest in and Lien on all Collateral tangible and intangible property of the Borrower’s and the Guarantors’ respective estates in the Cases that is otherwise not encumbered by a subject to valid, perfected and perfected, non-avoidable Lien as and enforceable Liens in existence on the Closing Date, including all present and future accounts receivable, 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 Petition Date or a valid Lien perfected Borrower and Guarantors and on all cash and investments maintained in the Letter of Credit Account (but not grantedexcluding (x) thereafter to the extent such post-Petition Date perfection Borrower’s and the Guarantors’ rights in respect of a pre-Petition Date claim is expressly permitted avoidance actions under the Bankruptcy CodeCode and (y) joint venture interests with respect to which a valid prohibition on pledging such interests or granting Liens thereon exists, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusionexclusion of such interests, upon entry the proceeds of such interests shall be subject to such liens under Section 364(c)(2) of the Final Order, Bankruptcy Code and available to satisfy the extent approved by Obligations and the Bankruptcy Court, such Lien shall attach to any proceeds thereofother Secured Obligations), ; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable and fully-perfected junior Lien security interests in and Liens upon all Collateral tangible and intangible property of the Borrower and the Guarantors (other than property described in clauses (ii) and (iv), as to which the liens and security interests in favor of the Administrative Agent and the Lenders will be as described in such clauses) that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) liens in existence on the Petition Date or valid Liens Closing Date, which security interests and liens in favor of the Administrative Agent and the Lenders are junior to such valid, 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and unavoidable liens; (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable and fully-perfected first priority senior priming security interest in and senior priming Lien on all of the tangible and intangible property of the Borrower and the Guarantors that is subject to existing Liens that pursuant to the terms of the Existing DIP Order are subject and subordinate to the Existing DIP Liens, which existing liens, rights and interests (the “Primed Liens”) shall be primed by and made subject and subordinate to the liens granted to the Administrative Agent and the Lenders, which senior priming liens in favor of the Administrative Agent and the Lenders shall also prime any liens granted under the Approval Order or thereafter to provide adequate protection in respect of the Primed Liens; provided, however, that such security interests and liens granted to the Administrative Agent and the Lenders shall be subject and subordinate to (x) the Carve-Out, (y) any valid, perfected and unavoidable interests of other parties arising out of liens existing on the Closing Date, if any, on such property that pursuant to the terms of the Existing DIP Order are senior in priority to the Existing DIP Liens and (z) statutory liens or security interests arising after the Closing Date and permitted under this Agreement that by operation of law would have priority over a previously perfected security interest; provided, further, that any valid, perfected and non-voidable liens or security interests that remain in existence after the Closing Date and that were senior to or pari passu with the liens securing obligations under the Existing Pre-Petition Agreement prior to the Closing Date shall maintain such priority or pari passu position relative to the liens securing the Tranche C Loan; provided, however, that (w) all liens granted under the Approval Order to the Administrative Agent and the Lenders to secure Obligations under the Tranche A Facility and the Tranche B Loan shall be senior in priority to all liens granted under the Approval Order to the Administrative Agent and the Lenders to secure Obligations under the Tranche C Loan; (x) the Borrower and the Guarantors shall not be required to pledge to the Administrative Agent in excess of 65% of the voting capital stock of its direct Foreign Subsidiaries or any of the capital stock or interests of its indirect Foreign Subsidiaries (if, in the good faith judgment of the Borrower, adverse tax consequences would result to the Borrower); (y) no portion of the Carve- Out may be utilized to fund prosecution or assertion of any claims against the Administrative Agent, the Lenders or the Issuing Lenders and (z) following the Termination Date, amounts in the Letter of Credit 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, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of title 11 of the United States Code, as the same may be due and payable, and the same shall not reduce the Carve-Out. (b) Subject to the priorities set forth in subsection (a) above 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 interests and which secured the Existing Pre-Petition Indebtedness prior to the refinancing thereof on the Closing Date, the Borrower and each Guarantor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent on behalf of the 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 Approval Order, the Liens in favor of the Administrative Agent on behalf of the Lenders in all of such real property and leasehold instruments shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower and each Guarantor further agrees that, upon all Collateralthe request of the Administrative Agent following the occurrence of an Event of Default (regardless of whether such Event of Default is continuing), 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 Administrative Agent.

Priority and Liens. (a) The Debtors Borrower and each of the Subsidiary Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrower and the Subsidiary Guarantors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, Credit Documents (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority 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 Lien on all Collateral, including, without limitation, all cash maintained in the Collateral Account and any investments of the funds contained 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 junior Lien upon all Collateral (other than Collateral that is subject to existing Liens that secure the Existing Obligations, as to which the Lien in favor of the Administrative Agent and the Lenders will be as described in clause (iv) of this sentence) that is subject to valid and perfected Liens in existence on the Petition Date or a valid Lien 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, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 to other valid and 550 of perfected Liens which are senior (after giving effect to the Bankruptcy Code Interim Order (it being understood that, notwithstanding such exclusion, upon entry of and the Final Order, as applicable)) to the extent approved by Liens granted to the Bankruptcy CourtAdministrative Agent and the Lenders pursuant to the Interim Order (and the Final Order, such Lien shall attach to any proceeds thereof), as applicable) and (iiiiv) pursuant to Section 364(c)(3364(d)(1) of the Bankruptcy Code, the Obligations shall be secured by a perfected junior Lien upon all Collateral that is first priority, senior priming Lien, subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date (other than existing Liens that secure the Existing Obligations) or valid Liens perfected (but not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre- pre-Petition Date claim is expressly permitted under the Bankruptcy Code Code, on all Pre-Petition Collateral and any property of the Debtors on which a Lien is granted after the Petition Date to provide adequate protection in respect of the Existing Obligations, subject and subordinate in each case with respect to subclauses (Bi) other than as provided in clause through (iv) belowabove, postonly to the Carve-Out (as defined in Section 2.18(d)). (b) As to all Collateral, including, without limitation, all real property the title to which is held by the Borrower or any Subsidiary Guarantor, or the possession of which is held by the Borrower or any Subsidiary Guarantor pursuant to leasehold interest, each of the Borrower and the Subsidiary Guarantors hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent, on behalf of itself and the Lenders, all of the right, title and interest of the Borrower and such Subsidiary Guarantor in all of such Collateral, including without limitation, all 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 each Subsidiary 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. Each of the Borrower and the Subsidiary Guarantors acknowledges that, pursuant to the Orders, the Liens granted in favor of the Administrative Agent (on behalf of the Lenders) in all of the Collateral shall be perfected without the recordation of any Uniform Commercial Code financing statements, notices of Lien or other instruments of mortgage or assignment. Each of the Borrower and the Subsidiary Guarantors further agrees that (i) the Administrative Agent shall have rights and remedies set forth in Article VIII in respect of the Collateral and (ii) if requested by the Administrative Agent, each of the Borrower and the Subsidiary Guarantors shall enter into separate security agreements, pledge agreements and fee Revolving Credit Agreement -------------------------- and leasehold mortgages with respect to such Collateral on terms reasonably satisfactory to the Administrative Agent. (c) Each of the Borrower and the Subsidiary Guarantors acknowledges and agrees that, as adequate protection for any diminution in value of the Existing Lenders' interests in the Pre-Petition Collateral following the Petition Date Liens permitted hereunderresulting from the priming described in Section 2.18(a)(iv), the use, sale, lease or other disposition of Pre-Petition Collateral, and (iv) the imposition of the automatic stay pursuant to Section 364(d)(1362(a) of the Bankruptcy Code, the Pre-Petition Administrative Agent and the Existing Lenders shall, pursuant to the Interim Order (and the Final Order, as applicable), receive from the Petition Date a replacement Lien on the Collateral having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders pursuant to the Credit Documents and the Orders (subject and subordinate to the Carve-Out and valid and perfected Liens which are senior (after giving effect to the Interim Order (and the Final Order, as applicable)) to the Liens granted to the Administrative Agent and the Lenders pursuant to the Interim Order (and the Final Order, as applicable). (d) Notwithstanding any provision of this Agreement or the Orders to the contrary, except with respect to the Collateral Account as described below, the liens, security interests and Super-priority Claims granted to the Administrative Agent and the Lenders pursuant to this Agreement and the Orders shall be secured subject and subordinate to a carve-out (the "Carve-Out") for: (i) the payment of allowed professional fees and disbursements incurred by a perfected first the professionals retained, pursuant to Section 327 or 1103(a) of the Bankruptcy Code, by the Obligors and any statutory committee of unsecured creditors appointed in the Cases (and any disbursements of any member of such committee) in an aggregate amount not to exceed $1,500,000 (the "Post-Default Carve-Out Amount") on account of such professional fees and disbursements incurred following the Default Point (as defined below), plus the aggregate amount (the "Pre-Default Carve-Out Amount") of all unpaid professional fees and disbursements incurred, accrued or invoiced from the Petition Date until the Default Point that are allowed by the Bankruptcy Court; and (ii) quarterly fees required to be paid pursuant to 28 U.S.C. Section 1930(a)(6) and any fees payable to the Clerk of the Bankruptcy Court; provided that amounts deposited in the Collateral Account under Section 2.04 shall not be subject to the Carve-Out, the Post-Default Carve-Out Amount and the Pre-Default Carve-Out Amount. Until the Default Point, the Obligors shall be permitted to pay compensation and reimbursement of expenses, allowed and payable under Section 330 and 331 of the Bankruptcy Code, as the same may be payable, and the amounts so paid shall be free and clear of the liens, security interests and Super-priority senior priming Lien upon all CollateralClaims granted to the Administrative Agent and the Lenders pursuant to the Credit Documents and/or the Orders, and the amounts so paid shall not reduce the Post-Default Carve-Out Amount. For purposes of this Section 2.18(d), "Default Point" means that date when both (x) an Event of Default shall have occurred and (y) the Lenders have ceased making extensions of credit to the Borrower hereunder.

Priority and Liens. (a) The Debtors Borrowers hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), that the Obligations of the Debtors Borrowers hereunder and under the other Loan Documents, Documents and the obligations in respect of the Debtors pursuant to Article X, Indebtedness permitted by Section 6.3(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claims, 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 Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected (but 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 granted) thereafter be subject to the extent such postCarve-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrowers that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date (including the perfected liens on the stock of certain Subsidiaries of the Parent (“Stock Liens”) in favor of (x) the 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 Surety Bonds) or that is subject to valid Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Filing Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and (B) other than as provided 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) below); and in addition, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1364(d)(l) of the Bankruptcy Code, shall be secured by a perfected first priority 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 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 (y) 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 commencement of the Cases to provide adequate protection Liens in respect of any of the 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 Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $5,000,000 and (y) the payment of fees pursuant to 28 U.S.C. § 1930 and to the Clerk of the Bankruptcy Court (collectively, 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 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. (b) To the extent a prepetition creditor has a lien on any prepetition intercompany unsecured claims between and among the Borrowers and no liens on any other assets of the Borrowers other than the stock of Restricted Subsidiaries (as defined in the Indentures), such liens shall not be primed, provided, however, that no payments may be made on account of such prepetition claims and the liens of the prepetition creditors shall not extend to the collateral securing the Indebtedness created by this Agreement. (c) As to all real property the title to which is held by a Borrower or the possession of which is held by a Borrower pursuant to leasehold interest, the Borrowers hereby assign and convey as security, grant a security interest in, hypothecate, mortgage, pledge and set over unto the Administrative Agent on behalf of the Lenders all of the right, title and interest of the Borrowers 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 Borrowers 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 Borrowers acknowledge that, pursuant to the Final Order (as amended by the Amendment Order), the Liens in favor of the Administrative Agent on behalf of the Lenders in all of such real property and leasehold instruments of the Borrowers shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrowers further agree that, upon the request of the Administrative Agent, in the exercise of its business judgment, the Borrowers shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms satisfactory to the Administrative Agent. (d) To the extent any Borrower makes aggregate payments to the Lenders in excess of the aggregate amount of all CollateralLoans received by such Borrower from the Lenders after the commencement of the Cases, then such Borrower, after the payment in full of all obligations of the Borrowers in respect of the Commitment and the termination of the Commitment, shall be entitled to a claim under Section 364(c)(1) of the Bankruptcy Code against each other Borrower, in such amount as may be determined by the Bankruptcy Court taking into account the relative benefits received by each such person, and such claims shall be deemed to be subordinate and junior in all respects to the superpriority claims of the Lenders and the superpriority claims granted as adequate protection to the Primed Parties.

Priority and Liens. (a) The Debtors Borrower hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicableOrder (when entered), the Obligations of the Debtors Borrower hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, : (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claimsadministrative expense claims in the Case having priority over all administrative expenses of the kind specified in 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 Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected Borrower (but not granted) thereafter to excluding the extent such post-Petition Date perfection Borrower’s rights in respect of a pre-Petition Date claim is expressly permitted avoidance actions and the proceeds thereof under the Bankruptcy Code, excluding claims ) and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 on all of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), Borrower’s cash and cash equivalents; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrower that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code or to Permitted Liens, junior to such valid and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, 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, the obligations of the Borrower to repay the Obligations shall be secured by a perfected first priority senior priming Lien Lien, pursuant to Section 364(d)(1) of the Bankruptcy Code, upon all property of the Borrower that secures (x) the Montana Collateral and (y) 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 Petition Date to provide adequate protection in respect thereof; provided that (i) the proceeds of the 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 the Carve-Out. Notwithstanding anything in any Loan Document, 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 Loan Parties owing to the Agent, the 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 retainers received by any professionals retained in the Case shall not reduce the Carve-Out. In addition, each Loan Party acknowledges and agrees that each Guarantor is granting Liens to the Agent for the benefit of the Secured Parties pursuant to the Security Agreement and the Mortgages (if any) to which such Guarantor is or may become a party. (b) Subject to the priorities set forth in Section 2.25(a) and to the Carve-Out, as to all real property the title to which is held by the Borrower, or the possession of which is held by the Borrower pursuant to leasehold interest, the Borrower hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent on behalf of the Secured Parties all of the right, title and interest of the Borrower 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 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 acknowledges that, pursuant to the Interim Order and the Final Order (when entered), the Liens in favor of the Agent for the benefit of the Secured Parties in all of such real property and leasehold instruments shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrower further agrees that, upon the request of the Agent, the Borrower shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms reasonably satisfactory to the Agent.

Priority and Liens. (a) The Debtors Borrowers hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrowers hereunder and under the other Loan Documents, Documents and the obligations in respect of the Debtors pursuant to Article X, Indebtedness permitted by Section 6.3(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claims, 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 Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition 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 or a valid Lien perfected (but amounts in the Letter of -------- Credit Account shall not granted) thereafter be subject to the extent such postCarve-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims Out; and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrowers that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date or to valid Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent Filing Date as permitted by Section 546(b) of the Bankruptcy Code or to Permitted Liens, junior to such post-Petition Date perfection 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 under the Loan Documents and in respect of a pre- Petition Date claim is expressly Indebtedness permitted under the Bankruptcy Code and (Bby Section 6.3(v) other than as provided in clause (iv) belowshall automatically be secured, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1364(c)(2) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming 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 (iii) only to (x) in the event of the occurrence and during the continuance of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $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 Bankruptcy Court) and (y) the payment of fees pursuant to 28 U.S.C. (S) 1930 and to the Clerk of the Bankruptcy Court (collectively, the "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. (b) As to all real property the title to which is held by a Borrower, or the possession of which is held by a Borrower pursuant to leasehold interest, the Borrowers hereby assign and convey as security, grant a security interest in, hypothecate, mortgage, pledge and set over unto the Agent on behalf of the Lenders all of the right, title and interest of the Borrowers 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 Borrowers 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 Borrowers acknowledge that, pursuant to the Final Order, the Liens in favor of the Agent on behalf of the Lenders in all of such real property and leasehold instruments shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrowers further agree that, upon all Collateralthe request of the Agent, the Borrowers shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms satisfactory to the Agent.

Priority and Liens. (a) The Debtors Borrowers hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrowers hereunder and under the other Loan Documents, Documents and the obligations in respect of the Debtors pursuant to Article X, Indebtedness permitted by Section 6.3(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claims, 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 Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition 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 or a valid Lien perfected (but amounts in the Letter of Credit Account shall not granted) thereafter be subject to the extent such postCarve-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrowers that is subject to (A) valid, valid and perfected and non-avoidable Permitted Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date or that is subject to valid Permitted Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Filing Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, Code; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected first priority, senior priming Lien on all of the property of the Borrowers (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 (except Permitted Liens), subject in each case only to (x) in the event of the occurrence and during the continuance of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, the payment of allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $5,000,000 and (y) the payment of fees pursuant to 28 U.S.C. Section 1930 to the Clerk of the Bankruptcy Court (collectively, the "CARVE-OUT"). By execution hereof, the Borrowers hereby consent to the priming Lien 133 referenced in clause (iv) above. Following the Termination Date, 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. 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. (b) The obligations of the Guarantor under the Loan Documents shall be secured by a perfected first priority senior priming Lien on all of the property of the Guarantor (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). (c) As to all real property the title to which is held by a Borrower or the Guarantor, or the possession of which is held by a Borrower or the Guarantor pursuant to leasehold interest, the Borrowers and the Guarantor hereby assign and convey as security, grant a security interest in, hypothecate, mortgage, pledge and set over unto the Administrative Agent on behalf of the Lenders all of the right, title and interest of the Borrowers or the Guarantor, as applicable, 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 Borrowers and the 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 Borrowers acknowledge that, pursuant to the Interim Order (or the Final Order, as applicable), the Liens in favor of the Administrative Agent on behalf of the Lenders in all of such real property and leasehold instruments of the Borrowers shall be perfected without the recordation of any instruments of mortgage or assignment. The Borrowers and the Guarantor further agree that, upon all Collateralthe request of the Administrative Agent, in the exercise of its business judgment, the Borrowers and the Guarantor shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms satisfactory to the Administrative Agent.

Priority and Liens. (a) The Debtors Each of the Borrowers hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrowers hereunder and under the other Loan Documents, Documents and the obligations in respect of the Debtors pursuant to Article X, Indebtedness permitted by Section 6.3(v): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claims, 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 Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected (but 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 granted) thereafter be subject to the extent such postCarve-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral property of the Borrowers that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date or that is subject to valid Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Filing Date perfection in respect as permitted by Section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code Code; and (B) other than as provided in clause (iv) belowaddition, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priority, senior priming Lien on all of the property of the Borrowers (including, without limitation, inventory, receivables, rights under license agreements, and property, plant and equipment) that is subject to the existing liens which secure (x) the obligations of the Parent Borrower and certain of the Subsidiary Borrowers under or in connection with the Pre-Petition Credit Agreement, and (y) other obligations or indebtedness of the Borrowers pursuant to other agreements in an aggregate amount in excess of $2,500,000 (collectively, the "Primed Liens"), 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 commencement of the Cases to provide adequate protection Liens in respect of any of the Primed Liens but shall not prime Liens, if any, to the extent such Liens secure obligations (other than obligations under the Pre-Petition Credit Agreement) in an aggregate amount less than or equal to $2,500,000; subject in each case only to (x) in the event of the occurrence and during the continuance of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both (a "Default"), the payment of allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $3,000,000 (plus the amount set forth in the most recent Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent of then unpaid professional fees and expenses incurred prior to the occurrence of a Default or an Event of Default to the extent that such unpaid fees and expenses are subsequently allowed by the Bankruptcy Court), and (y) the payment of fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, 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 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. Notwithstanding the foregoing, so long as no Default or 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. ss.ss. 328, 330 and 331, as the same may be due and payable, and ▇▇▇ compensation and expenses previously paid, or accrued but unpaid, prior to the occurrence of such Default or Event of Default shall not reduce the Carve-Out. (b) Subject to the priorities set forth in subsection (a) above and to the Carve-Out, as to all real property the title to which is held by a Borrower, or the possession of which is held by a Borrower pursuant to leasehold interest, the Parent Borrower and each of the Subsidiary Borrowers hereby assign and convey as security, grant a security interest in, hypothecate, mortgage, pledge and set over unto the Administrative Agent on behalf of the Lenders all of the right, title and interest of the Borrowers, 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 Borrowers 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 Parent Borrower and each of the Subsidiary Borrowers acknowledge that, pursuant to the Interim Order (or the Final Order, as applicable), the Liens in favor of the Administrative Agent on behalf of the Lenders in all of such real property and leasehold instruments of the Borrowers shall be perfected without the recordation of any instruments of mortgage or assignment. The Parent Borrower and each of the Subsidiary Borrowers further agree that, upon the request of the Administrative Agent, in the exercise of its business judgment, the Parent Borrower and each of the Subsidiary Borrowers shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms satisfactory to the Administrative Agent. (c) To the extent any Borrower makes aggregate payments to the Lenders in excess of the aggregate amount of all CollateralLoans received by such Borrower from the Lenders after the commencement of the Cases, then such Borrower, after the payment in full of all obligations of the Borrowers in respect of the Commitment and the termination of the Commitment, shall be entitled to a claim under Section 364(c)(1) of the Bankruptcy Code against each other Borrower, in such amount as may be determined by the Bankruptcy Court taking into account the relative benefits received by each such person, and such claims shall be deemed to be subordinate and junior in all respects to the superpriority claims of the Lenders and the superpriority claims granted as adequate protection to the Primed Parties.

Priority and Liens. (a) The Debtors hereby covenant, represent and warrant that, upon entry Each of the Loan Parties hereby covenants and agrees that upon the entry of, and subject to, an Interim Order (and when applicable, the Final Order, as applicable)) and subject to the Carve Out in all respects, the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, Obligations: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed DIP Superpriority ClaimsClaims in the Cases, which DIP Superpriority Claims in respect of the Credit Facility shall rank pari passu with each other; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a valid, binding, continuing, enforceable perfected first priority Lien (subject to the terms of the Guarantee and Collateral Agreement and the Orders but which will, in any event, be subject to the Carve Out) on (x) the DIP Proceeds Account (including all Collateral that is otherwise cash and cash equivalents held therein, and proceeds disbursed in contravention of this Agreement) and (y) Avoidance Actions, and the proceeds of Avoidance Actions that, in the case of this clause (y), are not encumbered by a subject to valid, perfected and non-avoidable Lien as of the Petition Date or a valid Lien 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, excluding claims and causes of action under Sections 502(dpetition Liens (this clause (ii), 544, 545, 547, 548, 549 the “DIP Priority Collateral”); and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected junior Lien upon all Collateral that (as defined in the Prepetition Credit Agreements), other than Excluded Assets, to the extent such Collateral is subject to (A) a valid, perfected and non-avoidable Lien securing the Prepetition Credit Agreements (the assets described in clauses (ii) and (iii) above, the “DIP Collateral”). (b) The relative priorities of the Liens described in this Section 2.22 with respect to the DIP Collateral shall be as set forth in the Interim Order (and, when entered, the Final Order) and the Guarantee and Collateral Agreement. In accordance with the Interim Order (or, once entered, the Final Order), all of the Liens described in this Section 2.22 shall be effective and perfected upon entry of the Interim Order, without the necessity of the execution, recordation of filings by the Debtors of security agreements, control agreements, pledge agreements, financing statements or other similar documents, or the possession or control by the Administrative Agent or Collateral Agent, as applicable, of, or over, any DIP Collateral, as set forth in the Interim Order. (c) Each Loan Party that is a Debtor hereby confirms and acknowledges that, pursuant to the Interim Order (and, when entered, the Final Order), the Liens in favor of the Collateral Agent on behalf of and for the benefit of the Secured Parties in all of the DIP Collateral, but in any case, excluding any Excluded Assets (but including Avoidance Actions and the proceeds of Avoidance Actions), which includes, without limitation, all of such Debtor’s real estate assets (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date Excluded Assets), now existing 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Codehereafter acquired, shall be secured by a created and perfected first priority senior priming Lien upon all Collateralwithout the recordation or filing in any land records or filing offices of any mortgage, assignment or similar instrument.

Priority and Liens. (a) The Debtors hereby covenant, represent and warrant that, upon entry Each of the Interim Order (Loan Parties hereby covenants and agrees that upon the Final Orderentry of, as applicable)and subject to, the Obligations of DIP Order and subject to the Debtors hereunder and under Carve-Out in all respects, the other Loan Documents, and the obligations of the Debtors pursuant to Article X, Obligations: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority ClaimsClaim in the Cases, subject only to the Carve-Out and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 365, 503(b), 506(c) (subject only to and effective upon entry of the DIP Order), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code, which Superpriority Claims in respect of the Facility shall rank pari passu with each other and (ii) pursuant to Section 364(c)(2364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all Collateral Collateral, which Liens shall be senior to the Liens (the “Primed Liens”) securing the Pre-Petition ABL Credit Facility and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Permitted Liens that is otherwise not encumbered by a are valid, binding, enforceable, perfected and non-avoidable Lien as unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date and that are not impaired, affected or a valid Lien perfected modified by the DIP Order and/or that have priority after the Petition Date by operation of Law, (but not granted2) thereafter the Carve-Out and (3) and as otherwise set forth in the DIP Order (the “Priming Liens”) and with respect to perfection, solely to the extent such post-Petition Date it may be achieved by the entry of the DIP Order and the perfection in respect of a pre-Petition Date claim is expressly permitted steps required to be taken under the Bankruptcy Code, excluding Collateral Documents; it being agreed that such Collateral shall exclude claims and causes of action under Sections sections 502(d), 544, 545, 547, 548, 549 550 and 550 553 of the Bankruptcy Code (it being understood thatcollectively “Avoidance Actions”) but include, notwithstanding such exclusion, upon subject to the entry of the Final Order, to the extent approved Financing Order by the U.S. Bankruptcy Court, such Lien shall attach to any the proceeds thereof. (b) The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) pursuant shall be senior to Section 364(c)(3any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the Bankruptcy Code, holders of the obligations in respect of the Primed Liens and (v) shall also be secured by a perfected junior Lien upon all Collateral that is subject senior to (A) valid, perfected and non-avoidable any Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on granted after the Petition Date or valid Liens perfected (but not granted) thereafter to the extent such post-Petition Date perfection provide adequate protection in respect of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and Primed Liens. (Bc) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) The relative priorities of the Bankruptcy Code, Liens described in this Section 2.17 with respect to the Collateral shall be secured as set forth in the DIP Order and the Collateral Documents. In accordance with the DIP Order, all of the Liens described in this Section 2.17 shall be effective and perfected upon entry of the DIP Order, without the necessity of the execution, recordation or filings by a perfected first priority senior priming Lien upon all the Debtors of security agreements, control agreements, financing statements or other similar documents, or the possession or control by the Administrative Agent of, or over, any Collateral, as set forth in the DIP Order.

Priority and Liens. At all times: (a) The Debtors Each Debtor hereby covenantcovenants, represent represents and warrant that, warrants that upon the entry of the Interim Order (and the Final each DIP Order, as applicable), the Obligations of the Debtors such Debtor hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (i) pursuant to Section section 364(c)(1) of the Bankruptcy CodeCode and subject and subordinate only to the Carve-Out, shall at all times constitute allowed Superpriority Claims, pari passu with the Superpriority Claims arising from the ABL Credit Agreement and related loan documents pursuant to the DIP Orders; (ii) pursuant to sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code and subject and subordinate only to the Carve-Out and the Permitted Non-Primed Liens (as defined in the Interim Order) described below, shall at all times be secured by first priority, valid, binding, enforceable and perfected security interests in, and Liens upon, all (A) Principal Properties as of the Petition Date and any other properties that qualify as Principal Properties after the Petition Date, subject to clause (xiii) of the definition of Excluded Property and subject to any Lien permitted by clauses (d), (e) and (h) of Section 364(c)(26.02 that is valid, perfected, non-avoidable and enforceable as of the Petition Date or that becomes perfected after the Petition Date pursuant to section 546(b) of the Bankruptcy Code; (B) unencumbered equity interests directly owned by such Debtor including any such equity interest 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 and subject to any Lien permitted by clauses (d), (e) and (h) of Section 6.02 that is valid, perfected, non-avoidable and enforceable as of the Petition Date or that becomes perfected after the Petition Date pursuant to section 546(b) of the Bankruptcy Code; (C) all other unencumbered tangible and intangible property of such Debtor that is neither Notes Priority Collateral or ABL Priority Collateral (as such terms are defined in the ABL Intercreditor Agreement) 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; (D) subject to the entry of the Final Order, the proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code; and (iii) pursuant to section 364(c)(3) of the Bankruptcy Code and subject and subordinate to the Carve-Out, shall at all times be secured by a valid, binding, enforceable and fully-perfected first priority Lien on junior security interests in, and Liens upon, all Collateral other tangible and intangible prepetition or postpetition property of the Debtors that is otherwise not encumbered by neither Notes Priority Collateral nor ABL Priority Collateral (as such terms are defined in the ABL Intercreditor Agreement) that is subject to a validperfected, perfected and non-avoidable and enforceable Lien as of the Petition Date or a valid Lien that becomes perfected after the Petition Date pursuant to section 546(b) of the Bankruptcy Code. (but not grantedb) thereafter The Secured Parties’ Liens on the Collateral shall be senior to any Liens granted thereon to the extent such post-Petition Date perfection Prepetition Secured Parties (including as adequate protection) and senior to any Liens granted in favor of the ABL Obligations (other than with respect to proceeds of a pre-Petition Date claim is expressly permitted avoidance actions under Chapter 5 of the Bankruptcy Code, excluding claims in which the Secured Parties’ Liens and causes of action Liens securing the ABL Obligations shall be pari passu). (c) The Secured Parties’ Liens and Superpriority Claims shall have priority over any claims, charges or liens arising under Sections 502(dsection 105, 326, 328, 330, 331, 503(b), 544507(a), 545726, 547, 548, 549 and 550 1113 or 1114 of the Bankruptcy Code (it being understood thatCode, notwithstanding such exclusion, upon entry and shall be subject and subordinate only to the Carve-Out; provided that the Superpriority Claims arising under the ABL Credit Agreement provided by the DIP Orders shall be pari passu with the Superpriority Claims of the Secured Parties. Except as set forth herein or in the DIP Orders, no other claim having a priority superior to that granted to the Secured Parties by the Interim Order and Final Order, to whichever is then in effect, shall be granted or approved while any Obligations under this Agreement remain outstanding. (d) Except for the extent approved by Carve-Out, no costs or expenses of administration shall be imposed against the Bankruptcy CourtAdministrative Agent, such Lien shall attach to the Lenders, any proceeds thereof), (iii) pursuant to Section 364(c)(3other Secured Party or any of the Collateral under sections 105 or 506(c) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunderotherwise, and (iv) pursuant to Section 364(d)(1each of the Debtors hereby waives for itself and on behalf of its estate in bankruptcy, any and all rights under sections 105 or 506(c) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien upon all Collateralor otherwise, to assert or impose or seek to assert or impose, any such costs or expenses of administration against the Administrative Agent, the Lenders or any other Secured Party.

Priority and Liens. (a) The Debtors hereby covenantEach Borrower covenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (i) pursuant to Section section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claimsadministrative expense claims in the Cases having priority over all administrative expenses of the kind specified in sections 105, 326, 328, 503(b), 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 Lien on all Collateral unencumbered pre-petition and post-petition property of the Borrowers (other than the portion of the capital stock of each Foreign Subsidiary that is otherwise not encumbered by subject to a validLien securing the Existing Agreements) and on all cash maintained in the Cash Collateral Account, perfected the Concentration Account and non-avoidable Lien as each Depository Account and any direct investments of the Petition Date or a valid Lien 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, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof)funds contained therein, (iii) pursuant to Section section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral pre-petition and post-petition property of the Borrowers (other than the property that is subject to (A) valid, perfected and non-avoidable existing Liens (other than to that presently secure the Debtors’ Prepetition Obligationsobligations of the Borrowers and their respective Subsidiaries under the Existing Agreements, as to which the Lien in favor of the Junior Lenders will be as described in clause (iv) below) that is subject to valid and perfected Liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Date perfection in respect as permitted by section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code or to Permitted Liens, junior to such valid and (B) other than as provided in clause (iv) below, post-Petition Date perfected Liens permitted hereunder, and (iv) pursuant to Section section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien on all property of the 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 Existing Agreements to secure the Borrowers' and their respective Subsidiaries' prepetition Indebtedness under the Existing Agreements and (b) in connection with Adequate Protection Obligations, in all Collateralcases subject only to (1) the Carve-Out, (2) any Liens in existence on the Petition Date to which the Liens being primed by the Loan Documents are subject or become subject subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, (3) Liens incurred pursuant to the Senior Subsequent DIP Agreement and (4) the Existing Lender 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; provided that following the Termination Date amounts in the Cash Collateral Account shall not be subject to the Carve-Out.

Priority and Liens. (a) The Debtors hereby covenantEach Borrower covenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, (i) pursuant to Section section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claimsadministrative expense claims in the Cases having priority over all administrative expenses of the kind specified in sections 105, 326, 328, 503(b), 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 Lien on all Collateral unencumbered prepetition and postpetition property of the Borrowers (other than the portion of the capital stock of each Foreign Subsidiary that is otherwise not encumbered by subject to a validLien securing the Existing Agreements) and on all cash maintained in the Cash Collateral Account, perfected the Concentration Account and non-avoidable Lien as each Depository Account and any direct investments of the Petition Date or a valid Lien 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, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof)funds contained therein, (iii) pursuant to Section section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral prepetition and postpetition property of the Borrowers (other than the property that is subject to (A) valid, perfected and non-avoidable existing Liens (other than to that presently secure the Debtors’ Prepetition Obligationsobligations of the Borrowers and their respective Subsidiaries under the Existing Agreements, as to which the Lien in favor of the Agent and the Lenders will be as described in clause (iv) below) that is subject to valid and perfected Liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Date perfection in respect as permitted by section 546(b) of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code or to Permitted Liens, junior to such valid and (B) other than as provided in clause (iv) below, post-Petition Date perfected Liens permitted hereunder, and (iv) pursuant to Section section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priority, senior priming Lien on all property of the 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 Existing Agreements to secure the Borrowers' and their respective Subsidiaries' prepetition Indebtedness under the Existing Agreements and (b) in connection with Adequate Protection Obligations, in all Collateralcases subject only to (1) the Carve-Out and (2) any Liens in existence on the Petition Date to which the Liens described in clauses (a) and (b) above are subject or become subject subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code. The 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. ss. 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 Carve-Out.

Priority and Liens. (a) The Debtors Subject to the Orders and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrower and the Guarantors hereunder and under the other Loan DocumentsDocuments and in respect of Indebtedness owing to JPMorgan Chase Bank, N.A., any Lender and the obligations any of the Debtors pursuant to Article X, their banking Affiliates permitted by Section 6.03(vi): (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed Superpriority Claims, administrative expense claims in the Cases having priority over all administrative expenses of the kind specified in 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 Lien on all Collateral that is otherwise not encumbered by a valid, perfected and non-avoidable Lien as unencumbered property of the Petition Date or a valid Lien perfected Borrower's and the Guarantors' respective estates in the Cases, including, without limitation, all present and future accounts receivable (but not granted) thereafter other than, prior to any repurchase thereof by any of the Debtors, such accounts receivable sold to the extent such post-Petition Receivables Subsidiary prior to the Filing Date perfection pursuant to 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 any Subsidiaries of the Borrower and Guarantors (excluding (x) the Borrower's and the Guarantors' rights in respect of a pre-Petition Date claim is expressly permitted avoidance actions under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to (A) valid, perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Date 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 and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien upon all Collateralbeing

Priority and Liens. (a) The Debtors Each of the Borrower and each Guarantor hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrower and such Guarantor hereunder and under the other Loan Documents, and the obligations of the Debtors pursuant to Article X, : (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claims, 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 Collateral that is otherwise not encumbered by a validunencumbered real, perfected personal and non-avoidable Lien as mixed property of the Petition Date or a valid Lien perfected Borrower and such Guarantor and on all cash maintained in the L/C Cash Collateral Account and any investments of the funds contained therein (but not granted) thereafter to the extent such post-Petition Date perfection in respect of a pre-Petition Date claim is expressly permitted excluding any avoidance actions under the Bankruptcy Code, excluding claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of but including the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereoftherefrom), ); and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral real, personal and mixed property of the Borrower and such Guarantor that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) liens in existence on the Petition Date or Date, junior to such valid Liens and perfected Liens, subject and subordinated in each case with respect to clauses (but not grantedi) thereafter through (iii) above, only to the extent such postCarve-Petition Date perfection in respect Out. Except for the Carve-Out having priority over the Obligations, the Superpriority Claims shall at all times be senior to the rights of a pre- Petition Date claim is expressly permitted under the Bankruptcy Code and (B) other than as provided in clause (iv) belowBorrower, post-Petition Date Liens permitted hereundereach Guarantor, and (iv) pursuant any chapter 11 trustee and, subject to Section 364(d)(1) section 726 of the Bankruptcy Code, shall be secured by a perfected first priority senior priming Lien upon all Collateralany chapter 7 trustee, or any other creditor (including, without limitation, post-petition counterparties and other post-petition creditors) in the Cases or any subsequent proceedings under the Bankruptcy Code, including, without limitation, any

Priority and Liens. (a) The Debtors Borrower and each of the Guarantors hereby covenantcovenants, represent represents and warrant warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Debtors Borrower and the Guarantors hereunder and under the other Loan Documents, Documents and the obligations in respect of the Debtors pursuant to Article X, Indebtedness permitted by Section 6.03(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 Sections 503(b) or 507(b) of the Bankruptcy Code, which shall rank pari passu (A) with the Superpriority ClaimsClaims 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 Lien on (x) all Collateral that is otherwise not encumbered by present and future Inventory and Receivables of LTV Steel and Georgia Tubing and all present and future Receivables of Copperweld (including, without limitation, the Existing Receivables Portfolio and the Existing Inventory Portfolio) and the proceeds and products thereof, whether now owned or hereafter acquired, (y) the Hennepin Works to secure a valid, perfected and non-avoidable Lien as portion of the Petition Date or a valid Lien perfected Obligations equal to $28,500,000, and (but not grantedz) thereafter to all cash maintained in the extent such post-Petition Date perfection in respect Letter of a pre-Petition Date claim is expressly permitted under the Bankruptcy Code, excluding claims Credit Account and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 any direct investments of the Bankruptcy Code (it being understood that, notwithstanding such exclusion, upon entry of the Final Order, to the extent approved by the Bankruptcy Court, such Lien shall attach to any proceeds thereof), 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 junior Lien upon (x) all Collateral property of the Borrower and the Guarantors that is subject to (A) valid, valid and perfected and non-avoidable Liens (other than to secure the Debtors’ Prepetition Obligations) in existence on the Petition Filing Date or to valid Liens in existence on the Filing Date that are perfected (but not granted) thereafter subsequent to the extent such post-Petition Filing Date perfection in respect of a pre- Petition Date claim is expressly as permitted under the Bankruptcy Code and (B) other than as provided in clause (iv) below, post-Petition Date Liens permitted hereunder, and (iv) pursuant to by Section 364(d)(1546(b) of the Bankruptcy CodeCode or to Permitted Liens and (y) substantially all assets of VP Buildings and all other unencumbered (prior to the granting of Liens to secure the Working Capital Facility) assets of the Borrower and the Guarantors, shall be secured by a junior only to such valid and perfected first priority senior priming Lien upon all CollateralLiens; subject only to (x) in the event of the occurrence and during the continuance of an Event of Default