Common use of Priority and Liens Clause in Contracts

Priority and Liens. (i) The Lender’s Liens on the Postpetition Collateral shall be senior in priority to all other Liens on such collateral, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c) of the Bankruptcy Code or otherwise. Except for Permitted Liens, and subject to the Carve-Out Expenses, no other claim having a priority superior to or pari passu with that granted to the Lender hereby and by the Interim Order and the Final Order shall be granted or approved or allowed while any obligations under this Agreement remain outstanding.

Priority and Liens. (a) Subject to the Approval Order and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Approval Order, the Obligations and the other Secured Obligations (including the obligations of the 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 JPMCB, any other Lender or any of their respective banking Affiliates) and subject, in each of clauses (i) The Lenderthrough (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 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 tangible and intangible property of the Borrower’s and the Guarantors’ respective estates in the Cases that is not subject to valid, perfected, non-avoidable and enforceable Liens in existence on the Postpetition Collateral 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 Borrower and Guarantors and on all cash and investments maintained in the Letter of Credit Account (but excluding (x) the Borrower’s and the Guarantors’ rights in respect of avoidance actions under 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 exclusion of such interests, the proceeds of such interests shall be subject to such liens under Section 364(c)(2) of the Bankruptcy Code and available to satisfy the Obligations and the other Secured Obligations); (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by valid, binding, continuing, enforceable and fully-perfected security interests in and Liens upon all 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 valid, perfected and non-avoidable liens in existence on the Closing Date, which security interests and liens in favor of the Administrative Agent and the Lenders are junior to such valid, perfected 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 other Liens on such collateralliens 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, other than Permitted Liensin the good faith judgment of the Borrower, subject only adverse tax consequences would result to the Borrower); (y) no portion of the Carve-Out Expenses. The Lender 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 Borrowers acknowledge and agree that the priority set forth Termination Date, amounts in the preceding sentence Letter of Credit Account shall not be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c) of the Bankruptcy Code or otherwise. Except for Permitted Liens, and subject to the Carve-Out ExpensesOut. The Lenders agree that so long as no Event of Default shall have occurred and be continuing, no other claim having a priority superior the Borrower and the Guarantors shall be permitted to or pari passu with that granted 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 Lender hereby 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 Interim Order 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 Final Order 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 granted perfected without the recordation of any instruments of mortgage or approved assignment. The Borrower and each Guarantor further agrees that, upon the 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 allowed while any obligations under this Agreement remain outstandingleasehold mortgages in recordable form with respect to such properties on terms reasonably satisfactory to the Administrative Agent.

Priority and Liens. (ia) The Lender’s Liens Borrower, on the Postpetition Collateral shall be senior in priority to all other Liens on such collateralbehalf of itself and each of its Subsidiaries, other than Permitted Lienshereby covenants, subject only to the Carve-Out Expenses. The Lender represents and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other documentwarrants that, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to upon entry of the Final Order, DIP Order and the Borrowers irrevocably waive any right they may have to surcharge any delivery and execution of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c) of the Bankruptcy Code or otherwise. Except for Permitted Liensthis Agreement, and subject to the Carveterms of the DIP Order, the Obligations of the Borrower and the Guarantors shall at all times: (i) pursuant to section 364(c)(1) of the Bankruptcy Code, be entitled to joint and several super-priority administrative expense claims status in the Bankruptcy Cases senior to all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, subject only to (A) the Carve Out Expenses, no other claim having a priority superior to or pari passu and (B) except with that granted respect to the Lender hereby Unencumbered Property (as defined in the DIP Order), the Adequate Protection in favor of the Existing First Lien Agent and Existing First Lien Lenders as set forth in the DIP Order; (ii) pursuant to section 364(c)(3) of the Bankruptcy Code, be secured by a perfected second priority Lien on the Prepetition Collateral, subject to (x) Permitted Liens and (y) the Carve Out; and (iii) pursuant to section 364(c)(2) of the Bankruptcy Code, be secured by a perfected first priority Lien on any and all owned and hereafter acquired personal Property, real Property and all other assets of the Debtors and their estates, together with any proceeds thereof, that is not Prepetition Collateral, subject to (x) Permitted Liens and (y) the Carve Out. Notwithstanding anything to contrary herein, nothing herein or any other Loan Document shall, or shall be deemed to provide that the Liens of the Administrative Agent and the Lenders in any way prime the Liens of the Existing First Lien Agent or the Existing First Lien Lenders. (b) All of the Liens described in this Section 2.28 shall be effective and perfected upon entry of the Interim Order or Final Order, as applicable, 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 notices, or the possession, control or other acts by the Administrative Agent of, or over, any Collateral, as set forth in the Interim Order or Final Order, as applicable. The Lenders, or the Administrative Agent on behalf of the Lenders, shall be permitted, but not required, to make or authorize the making of any filings, deliver any notices or take any other acts as may be desirable under state law in order to reflect the perfection and priority of the Lenders’ claims described herein. (c) Subject in all respects to the priorities set forth in Section 2.28(a) above and the Final Order terms of the DIP Order, the Borrower and the Guarantors hereby grant to the Administrative Agent on behalf of the Secured Parties a security interest in, and mortgage on, all of the right, title and interest of the Borrower and the Guarantors in all real Property owned or leased by the Borrower or any Guarantor, together in each case with all of the right, title and interest of the Borrower or 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 the Guarantors hereby acknowledge that, pursuant to the DIP Order, the Liens in favor of the Administrative Agent on behalf of the Secured Parties in all of such real Property owned or leased by the Borrower or any Guarantor shall be granted perfected without the recordation of any instruments of mortgage or approved or allowed while any obligations under this Agreement remain outstandingassignment and the Administrative Agent and the other Secured Parties shall have the benefits of the DIP Order.

Priority and Liens. (a) Subject to the Approval Order and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Approval Order, the Obligations and the other Secured Obligations (including the obligations of the 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 JPMCB, any other Lender or any of their respective banking Affiliates) and subject, in each of clauses (i) The Lender’s 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 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 tangible and intangible property of the Borrower s and the Guarantors respective estates in the Cases that is not subject to valid, perfected, non-avoidable and enforceable Liens in existence on the Postpetition Collateral 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 Borrower and Guarantors and on all cash and investments maintained in the Letter of Credit Account (but excluding (x) the Borrower s and the Guarantors rights in respect of avoidance actions under 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 exclusion of such interests, the proceeds of such interests shall be subject to such liens under Section 364(c)(2) of the Bankruptcy Code and available to satisfy the Obligations and the other Secured Obligations); (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by valid, binding, continuing, enforceable and fully-perfected security interests in and Liens upon all 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 valid, perfected and non-avoidable liens in existence on the Closing Date, which security interests and liens in favor of the Administrative Agent and the Lenders are junior to such valid, perfected 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 other Liens on such collateral, other than Permitted Liens, subject only liens granted under the Approval Order to the Carve-Out Expenses. The Lender Administrative Agent and the Borrowers acknowledge Lenders to secure Obligations under the Tranche C Loan; (x) the Borrower and agree that the priority set forth in the preceding sentence Guarantors shall not be applicable irrespective of (A) anything required to pledge to the contrary contained Administrative Agent in any other document, filing or agreement related to the creation, attachment, perfection or existence excess of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense 65% of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights voting capital stock of the Borrowers, the Borrowers’ estates, and any successor trustee its direct Foreign Subsidiaries or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateralcapital stock or interests of its indirect Foreign Subsidiaries (if, pursuant to Section 506(c) in the good faith judgment of the Bankruptcy Code Borrower, adverse tax consequences would result to the Borrower); (y) no portion of the Carve- Out may be utilized to fund prosecution or otherwise. Except for Permitted Liensassertion 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 ExpensesOut. The Lenders agree that so long as no Event of Default shall have occurred and be continuing, no other claim having a priority superior the Borrower and the Guarantors shall be permitted to or pari passu with that granted 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 Lender hereby 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 Interim Order 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 Final Order 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 granted perfected without the recordation of any instruments of mortgage or approved assignment. The Borrower and each Guarantor further agrees that, upon the 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 allowed while any obligations under this Agreement remain outstandingleasehold mortgages in recordable form with respect to such properties on terms reasonably satisfactory to the Administrative Agent.

Priority and Liens. (a) The Borrower, on behalf of itself and each of its Subsidiaries, hereby covenants, represents and warrants that, upon entry of the DIP Orders and the delivery and execution of this Agreement, and subject to the terms of the DIP Orders, the DIP Obligations of the Borrower and the Guarantors shall at all times: (i) The Lender’s Liens on pursuant to section 364(c)(1) of the Postpetition Collateral shall Bankruptcy Code, be senior in entitled to joint and several super-priority to all other Liens on such collateral, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative claims status in the Chapter 11 Cases or any subsequent proceeding or case under senior to all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code., subject only to (A) the Carve Out and (B) except with respect to Property that is otherwise deemed to be unencumbered in accordance with the applicable DIP Orders), the Adequate Protection in favor of the Prepetition First Lien Agent and the Prepetition First Lien Lenders as set forth in the DIP Orders; (ii) pursuant to section 364(c)(3) of the Bankruptcy Code, be secured by a perfected second priority Lien on the Prepetition First Lien Collateral, subject to (A) Permitted Liens and (B) the Carve Out; and (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(csection 364(c)(2) of the Bankruptcy Code Code, be secured by a perfected first priority Lien on any and all owned and hereafter acquired personal Property, real Property and all other assets of the Debtors and their estates, together with any proceeds thereof, that is not Prepetition First Lien Collateral, subject to (A) Permitted Liens and (B) the Carve Out. (b) All of the Liens described in this Section 2.18 shall be effective and perfected upon entry of the Interim Financing Order or otherwiseFinal Order, as applicable, 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 notices, or the possession, control or other acts by the Administrative Agent of, or over, any Collateral, as set forth in the Interim Financing Order or Final Order, as applicable. Except for Permitted LiensThe Lenders, or the Administrative Agent on behalf of the Lenders, shall be permitted, but not required, to make or authorize the making of any filings, deliver any notices or take any other acts as may be desirable under state law in order to reflect the perfection and priority of the Lenders’ claims described herein. (c) Subject in all respects to the priorities set forth in Section 2.18(a) above and the terms of the DIP Orders, the Borrower and the Guarantors hereby grant to the Administrative Agent on behalf of the Secured Parties a security interest in, and subject mortgage on, all of the right, title and interest of the Borrower and the Guarantors in all real Property owned or leased by the Borrower or any Guarantor, together in each case with all of the right, title and interest of the Borrower or 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 the Guarantors hereby acknowledge that, pursuant to the Carve-Out ExpensesDIP Orders, no other claim having a priority superior to the Liens in favor of the Administrative Agent on behalf of the Secured Parties in all of such real Property owned or pari passu with that granted to the Lender hereby and leased by the Interim Order Borrower or any Guarantor shall be perfected without the recordation of any instruments of mortgage or assignment and the Final Order Administrative Agent and the other Secured Parties shall be granted or approved or allowed while any obligations under this Agreement remain outstandinghave the benefits of the DIP Orders.

Priority and Liens. The Borrower and each of the Guarantors hereby ------------------ covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owed to Chase and its banking Affiliates permitted by Section 6.03(vi): (i) The Lender’s Liens on pursuant to Section 364(c)(1) of the Postpetition Collateral Bankruptcy Code, shall be senior in priority to at all other Liens on such collateral, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth times constitute allowed administrative expense claims in the preceding sentence shall be applicable irrespective Cases having priority over all administrative expenses of (Athe kind specified in Sections 503(b) anything to or 507(b) of the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. Bankruptcy Code; and (ii) All Postpetition Debt shall constitute an allowed administrative expense pursuant to Section 364(c)(2) of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times be senior secured by a perfected first priority Lien on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein, subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, 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 $5,000,000 and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c) Clerk of the Bankruptcy Code or otherwise. Except for Permitted LiensCourt (collectively, and the "Carve-Out"), provided --------- -------- that following the Termination Date, amounts in the Letter of Credit Account shall not be subject to the Carve-Out ExpensesOut. The Banks agree that so long as no Event of Default shall have occurred, no other claim having a priority superior to or pari passu with that granted to the Lender hereby and by the Interim Order Borrower and the Final Order Guarantors shall be granted or approved or permitted to pay compensation and reimbursement of expenses allowed while any obligations and payable under this Agreement remain outstanding11 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. (a) The Loan Parties hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Loan Parties hereunder and under the other Loan Documents, (i) The Lender’s 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, including without limitation, all cash maintained in any Cash Collateral account for Letters of Credit and any direct investments of the funds contained therein, that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to valid, perfected and non-avoidable Liens in existence on the Postpetition Petition Date or valid Liens perfected (other than to secure the Prepetition Credit Facility Obligations) (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 (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priming Lien upon all Collateral (x) that is subject to a valid Lien or security interest in effect on the Petition Date to secure the Prepetition Credit Facility Obligations, (y) that is subject to a Lien granted after the Petition Date to provide adequate protection in respect of the Prepetition Credit Facility Obligations or (z) that is presently subject to a valid Lien in effect on the Petition Date that is junior to the Liens that secure the Prepetition Credit Facility Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to the Carve Out, provided that (i) following the Termination Date amounts in any Letter of Credit Cash Collateral account shall not be subject to the Carve Out and (ii) in the event of a liquidation of the Debtors’ estates the amount of the Carve Out shall be funded into a segregated account prior to the making of the distributions. For purposes hereof, the “Carve Out” shall mean (A) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code, (B) fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code, and (C) following receipt of notice by the Administrative Agent after the occurrence and during the continuance of an Event of Default, the payment of accrued and unpaid professional fees and expenses incurred by the Debtors and any statutory committee appointed in the Cases and allowed by the Court, in an aggregate amount not exceeding $5 million (plus all unpaid professional fees and expenses allowed by the Bankruptcy Court that were incurred prior to the giving of notice by the Administrative Agent of the occurrence of such Event of Default), provided that (x) the Carve Out shall not be available to pay any such professional fees and expenses incurred in connection with the initiation or prosecution of any Prohibited Claims or the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Administrative Agent, the Lenders, the Prepetition Credit Facility Lenders or the Prepetition Credit Facility Agent and (y) so long as an Event of Default shall not have occurred and be continuing, the Carve Out shall not be reduced by the payment of fees and expenses allowed by Bankrupty Court and payable under Sections 328, 330 and 331 of the Bankruptcy Code. Notwithstanding anything herein to the contrary, the Carve Out shall not be used to commence or prosecute (but up to $50,000 may be used to investigate) any Prohibited Claim. (b) As to all Collateral, including without limitation, all cash, Cash Equivalents and real property the title to which is held by any Loan Party, or the possession of which is held by any Loan Party in the form of a leasehold interest, each Loan Party hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent all of the right, title and interest of the Borrower and such Guarantor in all of such Collateral, including without limitation, all cash, Cash Equivalents and 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 (except for any “intent to use” trademark applications for which a statement of use has not been filed and accepted by the U.S. Patent and Trademark Office, solely to the extent that the grant of a Lien or security interest in such applications would result in cancellation or voiding of same) and all proceeds thereof. The Borrower and each Guarantor 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 senior perfected without the recordation of any Uniform Commercial Code financing statements, notices of Lien or other instruments of mortgage or assignment. The Borrower and each Guarantor further agrees that (a) the Administrative Agent shall have the rights and remedies set forth in priority Section 12 in respect of the Collateral and (b) if requested by the Administrative Agent, the Borrower and each of the Guarantors shall enter into separate security agreements, pledge agreements and fee and leasehold mortgages with respect to such Collateral on terms reasonably satisfactory to the Administrative Agent. (c) Each Loan Party acknowledges and agrees that the Prepetition Secured Parties shall receive (a) as adequate protection for, and to the extent of, any diminution in the value of the Prepetition Secured Parties’ respective interests in their collateral whether resulting from the imposition of the automatic stay, the priming described in subsection 2.8(a) above, the use of the Prepetition Secured Parties’ cash collateral or the use, sale, lease, depreciation, decline in market price or other diminution in value of the Prepetition Secured Parties’ collateral (i) on the first Business Day of each calendar month beginning with March 1, 2008, the monthly payment of an amount calculated at the Eurodollar Rate plus 350 basis points on all other Liens on such collateralamounts outstanding under the Prepetition Credit Facility for the preceding month, other than Permitted Liens, subject (ii) a Superpriority Claim junior only to the Carve-Out Expenses. The Lender Superpriority Claim granted to (A) the Administrative Agent and the Borrowers acknowledge Lenders and agree that (B) the Cash Management Banks; and (iii) a replacement Lien on the Collateral having a priority set forth immediately junior to the priming and other Liens granted in the preceding sentence shall be applicable irrespective favor of (A) anything to the contrary contained in any Administrative Agent and the Lenders hereunder and under the other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, Loan Documents and (B) the timeCash Management Banks; the Orders (subject and subordinate, place, order or method in the case of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. clauses (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c) of the Bankruptcy Code or otherwise. Except for Permitted Liens, and subject to the Carve-Out Expenses, no other claim having a priority superior to or pari passu with that granted to the Lender hereby and by the Interim Order and the Final Order shall be granted or approved or allowed while any obligations under this Agreement remain outstanding.and

Priority and Liens. (ia) The Lender’s Liens on the Postpetition Collateral shall be senior in priority to all other Liens on such collateralLoan Parties hereby covenant, other than Permitted Liensrepresent and warrant that, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to upon entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any Obligations of the Lender’s collateral including Postpetition CollateralLoan Parties hereunder and under the other Loan Documents and the Final Order, (i) pursuant to Section 506(c364(c)(1) of the Bankruptcy Code 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, including without limitation, all cash maintained in the L/C Cash Collateral Account and any direct investments of the funds contained therein, that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, including the Prepetition Receivables Facility Collateral, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to valid, perfected and non-avoidable Liens in existence on the Petition Date or otherwise. Except for Permitted Liensvalid Liens perfected (other than to secure the Prepetition Credit Facility Obligations) (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 (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priming Lien upon all Collateral (x) that is subject to a valid Lien or security interest in effect on the Petition Date to secure the Prepetition Credit Facility Obligations, (y) that is subject to a Lien granted after the Petition Date to provide adequate protection in respect of the Prepetition Credit Facility Obligations or (z) that is presently subject to a valid Lien in effect on the Petition Date that is junior to the Liens that secure the Prepetition Credit Facility Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to (A) following the occurrence and during the continuance of a Default or an Event of Default (after the giving of Notice), the payment (as the same may be due and payable) of unpaid professional fees and disbursements allowed by order of the Bankruptcy Court and incurred by the Loan Parties in an aggregate amount, when added to the amount of fees and disbursements permitted to be paid to professionals for any statutory committee pursuant to clause (B) below, not to exceed $1,750,000 (in addition to such fees and disbursements previously incurred and unpaid, to the extent subsequently awarded, but less the balance of any retainer held but not applied by such professionals, without regard to whether such fees and expenses were allowed by the Bankruptcy Court prior to the receipt of the Notice) or (B) the payment (as the same may be due and payable) of the professional fees and disbursements allowed by order of the Bankruptcy Court and incurred and unpaid by any statutory committee appointed in the Cases in an aggregate amount, when added to the amount of fees and disbursements permitted to be paid to professionals for the Loan Parties pursuant to clause (A) above, not to exceed $1,750,000 in the aggregate and (C) the payment of unpaid fees pursuant to 28 U.S.C. § 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, the "Carve-Out"); provided that following the Termination Date amounts in the L/C Cash Collateral Account shall not be subject to the Carve-Out. The Lenders agree that so long as no Event of Default shall have occurred and be continuing (and so long as Notice shall not have been given), the Loan Parties shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable. Notwithstanding anything herein to the contrary, the Carve-Out Expensesshall not be used to commence or prosecute (but may be used to investigate) any Prohibited Claim. (b) As to all Collateral, no including without limitation, all cash, Cash Equivalents and real property the title to which is held by any Loan Party, or the possession of which is held by any Loan Party in the form of a leasehold interest, each Loan Party hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent all of the right, title and interest of the Borrower and such Guarantor in all of such Collateral, including without limitation, all cash, Cash Equivalents and 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 Final Order, 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 claim instruments of mortgage or assignment. The Borrower and each Guarantor further agrees that (a) the Administrative Agent shall have the rights and remedies set forth in Section 10 in respect of the Collateral and (b) if requested by the Administrative Agent, the Borrower and each of the Guarantors shall enter into separate security agreements, pledge agreements and fee and leasehold mortgages with respect to such Collateral on terms reasonably satisfactory to the Administrative Agent. (c) Each Loan Party acknowledges and agrees that the Prepetition Secured Parties shall receive (a) as adequate protection for, and to the extent of, any diminution in the value of the Prepetition Secured Parties' respective interests in their collateral whether resulting from the imposition of the automatic stay, the priming described in Section 2.23(a) above, the use of the Prepetition Secured Parties' cash collateral or the use, sale, lease, depreciation, decline in market price or other diminution in value of the Prepetition Secured Parties' collateral (i) on the first Business Day of each calendar month beginning with April 1, 2003, so long as at the time of, or in the case of clause (y) only after giving effect to, the payment thereof (x) the average weekly Total Outstandings for the four weeks most recently ended does not exceed $80,000,000 as reflected in a certificate of a Responsible Officer of the Borrower which shall have been delivered to the Administrative Agent prior to the making of any such adequate protection payment and (y) Consolidated EBITDA for the month most recently ended for which a certificate of a Responsible Officer of the Borrower has been delivered pursuant to Section 5.2(b) is (A) greater than or equal to Consolidated EBITDA for such month as reflected on Schedule 2.23(c)-1, the monthly payment of $1,500,000 or (B) less than Consolidated EBITDA for such month as reflected on Schedule 2.23(c)-1, but greater than Consolidated EBITDA for such month as reflected on Schedule 2.23(c)-2, the monthly payment of $1,000,000, (ii) a Superpriority Claim junior only to the Superpriority Claim granted to the Administrative Agent and the Lenders and (iii) a replacement Lien on the Collateral having a priority superior to or pari passu with that granted immediately junior to the Lender hereby priming and by other Liens granted in favor of the Interim Order Administrative Agent and the Lenders hereunder and under the other Loan Documents and the Final Order (subject and subordinate, in the case of clauses (ii) and (iii) above, to the Carve-Out and valid and perfected Liens which are senior (after giving effect to the Final Order) to the Liens granted to the Administrative Agent and the Lenders pursuant to the Final Order and (b) as further adequate protection (i) the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of counsel and third-party consultants, including financial consultants, appraisers and auditors) incurred by the agents under the Prepetition Credit Facility (including any unpaid prepetition fees and expenses) and the continuation of the payment on a current basis of the administration and letter of credit fees, if any, that are provided for thereunder, and (ii) the payment from the proceeds of the 2002 Tax Refund which shall be granted or approved or allowed while any obligations under this Agreement remain outstandingapplied in accordance with the terms of the Prepetition Credit Facility.

Priority and Liens. The Borrower and each of the Guarantors ------------------ hereby covenants, represents and warrants that, upon entry of the Order and until the Effective Date, the Obligations of the Borrower and the Guarantors hereunder and under the Documents: (i) The Lender’s Liens on pursuant to Section 364(c)(1) of the Postpetition Collateral Bankruptcy Code, shall be senior at all times constitute allowed administrative expense claims in priority to the Cases having superpriority over all other Liens on such collateral, other than Permitted Liens, administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code subject only to (x) in the event of the occurrence and during the continuance of an Event of Default, the payment of allowed and unpaid professional fees and disbursements incurred by the Borrower, the Guarantors and any statutory committees appointed in the Cases (and, to the extent applicable, the Liquidating Trustee appointed pursuant to the Liquidating Plan and any professionals retained by the Liquidating Trustee) in an aggregate amount not in excess of $2,000,000 (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 at any time) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and to the Clerk of the Bankruptcy Court (collectively, the "Carve-Out") (and the Bank --------- agrees that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and the same shall not reduce the Carve-Out Expenses. The Lender Out); and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense pursuant to Section 364(c)(2) of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times be senior to secured by a perfected first priority Lien on all cash maintained in the rights Letter of Credit Account and any direct investments of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Codefunds contained therein. (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c) of the Bankruptcy Code or otherwise. Except for Permitted Liens, and subject to the Carve-Out Expenses, no other claim having a priority superior to or pari passu with that granted to the Lender hereby and by the Interim Order and the Final Order shall be granted or approved or allowed while any obligations under this Agreement remain outstanding.

Priority and Liens. (a) The Loan Parties hereby covenant, represent and warrant that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Loan Parties hereunder and under the other Loan Documents, (i) The Lender’s 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, including without limitation, all cash maintained in any Cash Collateral account for Letters of Credit and any direct investments of the funds contained therein, that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral that is subject to valid, perfected and non-avoidable Liens in existence on the Postpetition Petition Date or valid Liens perfected (other than to secure the Prepetition Credit Facility Obligations) (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 (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority priming Lien upon all Collateral (x) that is subject to a valid Lien or security interest in effect on the Petition Date to secure the Prepetition Credit Facility Obligations, (y) that is subject to a Lien granted after the Petition Date to provide adequate protection in respect of the Prepetition Credit Facility Obligations or (z) that is presently subject to a valid Lien in effect on the Petition Date that is junior to the Liens that secure the Prepetition Credit Facility Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to the Carve Out, provided that (i) following the Termination Date amounts in any Letter of Credit Cash Collateral account shall not be subject to the Carve Out and (ii) in the event of a liquidation of the Debtors’ estates the amount of the Carve Out shall be funded into a segregated account prior to the making of the distributions. For purposes hereof, the “Carve Out” shall mean (A) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code, (B) fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code, and (C) following receipt of notice by the Administrative Agent after the occurrence and during the continuance of an Event of Default, the payment of accrued and unpaid professional fees and expenses incurred by the Debtors and any statutory committee appointed in the Cases and allowed by the Court, in an aggregate amount not exceeding $5 million (plus all unpaid professional fees and expenses allowed by the Bankruptcy Court that were incurred prior to the giving of notice by the Administrative Agent of the occurrence of such Event of Default), provided that (x) the Carve Out shall not be available to pay any such professional fees and expenses incurred in connection with the initiation or prosecution of any Prohibited Claims or the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Administrative Agent, the Lenders, the Prepetition Credit Facility Lenders or the Prepetition Credit Facility Agent and (y) so long as an Event of Default shall not have occurred and be continuing, the Carve Out shall not be reduced by the payment of fees and expenses allowed by Bankrupty Court and payable under Sections 328, 330 and 331 of the Bankruptcy Code. Notwithstanding anything herein to the contrary, the Carve Out shall not be used to commence or prosecute (but up to $50,000 may be used to investigate) any Prohibited Claim. (b) As to all Collateral, including without limitation, all cash, Cash Equivalents and real property the title to which is held by any Loan Party, or the possession of which is held by any Loan Party in the form of a leasehold interest, each Loan Party hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent all of the right, title and interest of the Borrower and such Guarantor in all of such Collateral, including without limitation, all cash, Cash Equivalents and 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 (except for any “intent to use” trademark applications for which a statement of use has not been filed and accepted by the U.S. Patent and Trademark Office, solely to the extent that the grant of a Lien or security interest in such applications would result in cancellation or voiding of same) and all proceeds thereof. The Borrower and each Guarantor 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 senior perfected without the recordation of any Uniform Commercial Code financing statements, notices of Lien or other instruments of mortgage or assignment. The Borrower and each Guarantor further agrees that (a) the Administrative Agent shall have the rights and remedies set forth in priority Section 12 in respect of the Collateral and (b) if requested by the Administrative Agent, the Borrower and each of the Guarantors shall enter into separate security agreements, pledge agreements and fee and leasehold mortgages with respect to such Collateral on terms reasonably satisfactory to the Administrative Agent. (c) Each Loan Party acknowledges and agrees that the Prepetition Secured Parties shall receive (a) as adequate protection for, and to the extent of, any diminution in the value of the Prepetition Secured Parties’ respective interests in their collateral whether resulting from the imposition of the automatic stay, the priming described in subsection 2.8(a) above, the use of the Prepetition Secured Parties’ cash collateral or the use, sale, lease, depreciation, decline in market price or other diminution in value of the Prepetition Secured Parties’ collateral (i) on the first Business Day of each calendar month beginning with March 1, 2008, the monthly payment of an amount calculated at the Eurodollar Rate plus 350 basis points on all other Liens on such collateralamounts outstanding under the Prepetition Credit Facility for the preceding month, other than Permitted Liens, subject (ii) a Superpriority Claim junior only to the Carve-Out Expenses. The Lender Superpriority Claim granted to (A) the Administrative Agent and the Borrowers acknowledge Lenders and agree that (B) the Cash Management Banks; and (iii) a replacement Lien on the Collateral having a priority set forth immediately junior to the priming and other Liens granted in the preceding sentence shall be applicable irrespective favor of (A) anything to the contrary contained in any Administrative Agent and the Lenders hereunder and under the other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, Loan Documents and (B) the timeCash Management Banks; the Orders (subject and subordinate, place, order or method in the case of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. clauses (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to entry of the Final Orderabove, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c) of the Bankruptcy Code or otherwise. Except for Permitted Liens, and subject to the Carve-Carve Out Expenses, no other claim having a priority superior and valid and perfected Liens which are senior (after giving effect to or pari passu with that the Orders) to the Liens granted to the Lender hereby Administrative Agent and the Lenders pursuant to the Orders and (b) as further adequate protection, the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of one counsel and third-party consultants, including financial consultants, appraisers and auditors) incurred by the Interim Order agents under the Prepetition Credit Facility (including any unpaid prepetition fees and expenses) and the Final Order shall be granted or approved or allowed while any obligations under this Agreement remain outstandingcontinuation of the payment on a current basis of the administration and letter of credit fees, if any, that are provided for thereunder.

Priority and Liens. (ia) The Lender’s Pursuant to section 364(c)(1) of the Bankruptcy Code, the Obligations of the Credit Parties hereunder and under the other Credit Documents shall at all times constitute allowed Superpriority Claims in the Bankruptcy Cases and in any future chapter 7 case. (b) Pursuant to section 364(c)(2) of the Bankruptcy Code, the Obligations of the Credit Parties hereunder and under the other Credit Documents shall at all times be secured by a first priority Lien senior to all other Liens on all property of each such Credit Party, real and personal, whether now owned or hereafter acquired, in each case, to the Postpetition Collateral extent that such property is not subject to valid and perfected Liens in existence on the Petition Date. (c) Pursuant to section 364(c)(3) of the Bankruptcy Code, the Obligations of the Credit Parties hereunder and under the other Credit Documents shall at all times be secured by a perfected Lien upon all property of each such Credit Party, real and personal, whether now owned or hereafter acquired, in each case, to the extent that such property is subject to a Permitted Priority Lien, subject and junior only to such Permitted Priority Lien and senior to all other Liens. (d) Pursuant to section 364(d)(1) of the Bankruptcy Code, the Obligations of the Credit Parties hereunder and under the other Credit Documents shall at all times be secured by a perfected priming Lien upon all other property of the Credit Parties, real and personal, whether now owned or hereafter acquired, in each case, to the extent that such property is subject to existing Liens other than Permitted Priority Liens, senior in priority to all other such Liens on such collateral, (other than Permitted Priority Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary). (iie) All Postpetition Debt shall constitute an allowed administrative expense As to all real property the title to which is held by any Credit Party, or the possession of which is held by any Credit Party pursuant to a leasehold interest, such Credit Party hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Agent on behalf of itself, the Issuing Banks and the other Secured Parties all of the Borrowers right, title, and interest of such Credit Party in the Chapter 11 Cases. Such administrative expense shall have Superpriorityand to all of such owned real property and in all such leasehold interests, subject only to the Carve-Out Expenses and shall at together in each case with all times be senior to the rights of the Borrowersright, the Borrowers’ estatestitle and interest of such Credit Party in and to all buildings, improvements, and fixtures related thereto, any successor trustee lease or estate representative in sublease thereof, all general intangibles relating thereto and all proceeds thereof. (f) The Liens on the Chapter 11 Cases or any subsequent proceeding or case Collateral under sections 364(c)(2) and (d)(1) of the Bankruptcy Code. (iii) Subject to entry , for the benefit of Agent and Lenders, and the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(cSuperpriority Claim under section 364(c)(1) of the Bankruptcy Code or otherwise. Except for Permitted Liensafforded the Obligations, and shall be subject to the following (collectively, the “Carve-Out”): (i) the unpaid fees due and payable to the Clerk of the Court and the U.S. Trustee pursuant to 28 U.S.C. § 1930 and (ii) allowed, unpaid claims for fees and expenses incurred by professionals retained pursuant to an order of the Bankruptcy Court in an amount not to exceed $1,000,000 in the aggregate (the “Professional Expense Cap”); provided that any payments actually made to such professionals under sections 330 and 331 of the Bankruptcy Code after the occurrence of an Event of Default (and during the continuance of such an Event of Default) shall reduce the amount of the Professional Expense Cap on a dollar-for-dollar basis; provided further, that (A) no Loans, including Loans used to fund the Carve-Out, shall apply to or be available for any fees or expenses incurred in connection with the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Agent, the Issuing Banks or the other Secured Parties, including, without limitation (x) challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the Obligations or the Liens of the Agent, for the benefit of the Secured Parties, in respect thereof or (y) preventing, hindering or otherwise delaying, whether directly or indirectly, the exercise by the Agent, the Issuing Banks or the other Secured Parties of any of their respective rights and remedies under the Pre-Petition Credit Agreement, any related document, this Agreement or the other Credit Documents or the enforcement or realization upon any of the liens on or security interests in any applicable Collateral and (B) in no event shall any of the Carve-Out Expenses(x) be paid from amounts on deposit in the Cash Collateral Account or (y) include any fees or expenses arising after the conversion of a Bankruptcy Case under chapter 11 of the Bankruptcy Code to a case under chapter 7 of the Bankruptcy Code (other than as permitted under clause (i) above). The foregoing limitations shall not apply to claims for services rendered by the professionals retained by the official committee of unsecured creditors in an amount not to exceed $10,000 in connection with the investigation of the validity, no other claim having a priority superior extent, priority, avoidability or enforceability of the obligations owing under the Pre-Petition Credit Agreement or the liens and security interests in respect thereof. (g) The Credit Parties shall be permitted to or pari passu with that granted pay, as the same may become due and payable (i) administrative expenses of the kind specified in section 503(b) of the Bankruptcy Code incurred in the ordinary course of their businesses and (ii) subject to the Lender hereby provisions of the Interim Order, the Final Order, and this Section 4.11 and provided that the Credit Parties have not received notice of (and do not otherwise have knowledge of) the occurrence of a Default or Event of Default that has occurred and is continuing, compensation and reimbursement of expenses to professionals allowed by the Interim Order Bankruptcy Court and payable under sections 330 and 331 of the Final Order shall be granted or approved or allowed while any obligations under this Agreement remain outstandingBankruptcy Code.

Priority and Liens. (a) The Borrower and each of the other Credit Parties hereby covenants, represents and warrants that, upon entry of the Interim Order, the Obligations of the Borrower and the other Credit Parties hereunder and under the other Loan Documents: (i) The Lender’s Liens on pursuant to Section 364(c)(1) of the Postpetition Collateral Bankruptcy Code, shall be senior at all times constitute allowed administrative expense claims in the Cases having priority to over all other Liens on such collateraladministrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code, other than Permitted Liens, subject only which shall rank junior to the Carve-Out Expenses. The Lender and Superpriority Claims in respect of the Borrowers acknowledge and agree that obligations under the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. GE Capital DIP Credit Agreement; (ii) All Postpetition Debt shall constitute an allowed administrative expense pursuant to Section 364(c)(2) of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times be senior secured by a perfected first priority Lien on all unencumbered Kimco Priority Collateral and the proceeds thereof; and (iii) pursuant to the rights Section 364(c)(3) of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. , shall at all times be secured by (iiix) Subject a perfected Lien upon all Kimco Priority Collateral (and the proceeds thereof) that is subject to entry of valid and perfected Liens in existence on the Final Order, Filing Date or to valid Liens in existence on the Borrowers irrevocably waive any right they may have Filing Date that are perfected subsequent to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Filing Date as permitted by Section 506(c546(b) of the Bankruptcy Code or otherwiseto Permitted Encumbrances, junior only to such valid and perfected Liens but senior to any Liens securing the Indebtedness under the GE Capital DIP Agreement and (y) a perfected Lien upon all other property (and the proceeds thereof) of the Borrower and each of the other Credit Parties that is subject to valid and perfected Liens in existence on the Filing Date or to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code or to Permitted Encumbrances or to Liens securing Indebtedness under the GE Capital DIP Credit Agreement, junior to such Liens; 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 other Credit Parties and any statutory committees appointed in the Cases in an aggregate amount not in excess of $5,000,000 in toto to be allocated pro rata among the Obligations hereunder and the obligations under the GE Capital DIP Credit Agreement and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Except for Permitted Liens1930 and to the Clerk of the Bankruptcy Court (collectively, the "Carve-Out"), subject in each case to the terms of the Orders. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the other Credit Parties shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331, as the same may be due and payable, and subject the same shall not reduce the Carve-Out. (b) Subject to the priorities set forth in subsection (a) above and to the Carve-Out ExpensesOut, no as to all Kimco Priority Collateral, the Borrower and each of the other claim having Credit Parties hereby assigns and conveys as security, grants a priority superior 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 Credit Party in all of such Kimco Priority Collateral, together in each case with all of the right, title and interest of the Borrower and such Credit Party in and to all buildings, improvements, and fixtures related thereto, any lease or pari passu with that granted sublease thereof, all general intangibles relating thereto and all proceeds thereof. The Borrower and each of the other Credit Parties acknowledges that, pursuant to the Lender hereby Orders, the Liens in favor of the Agent on behalf of the Lenders in all of such Kimco Priority Collateral shall be perfected without the recordation of any instruments of mortgage, deed of trust, assignment or similar documents. The Borrower and each of the other Credit Parties further agrees that, upon the request of the Agent, the Borrower and such Credit Party shall enter into separate Mortgages (as amended as required by the Interim Order Agent) and/or provide evidence that a memorandum of lease or short form of lease, in each case in form and substance satisfactory to the Final Order Agent, with respect to such properties have been filed in the appropriate real property recording offices. (c) Promptly upon request of the Agent, the Borrower shall be granted or approved or allowed while any obligations under this Agreement remain outstanding.use its commercially reasonable efforts to deliver to the Agent (i) a consent from the landlord of each such Se-

Priority and Liens. Each Credit Party hereby covenants, represents and warrants that, upon entry of the Interim Order: (ia) The Lender’s Liens on provisions of the Postpetition Collateral shall be senior Documents and the Orders are effective to create in favor of Agent, for the benefit of Lenders, a legal, valid, perfected and enforceable security interest in all right, title and interest of the Credit Parties in the Collateral described therein (having the priority provided for herein, therein and in the Orders). (b) Pursuant to Section 364(c)(1) of the Bankruptcy Code and the Orders, the Obligations at all other Liens on such collateraltimes will constitute a Superpriority Claim in each of the Cases, other than Permitted Lienshaving priority over all administrative expenses of the kind specified in Section 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-Out Expenses. The Lender Out. (c) Pursuant to Section 364(c)(2) of the Bankruptcy Code and, if applicable, Section 364(c)(3) of the Bankruptcy Code, and the Borrowers acknowledge and agree Orders, the Obligations will be secured by a first priority perfected Lien on the Collateral that the priority set forth is not encumbered by Liens in the preceding sentence shall be applicable irrespective favor of any other Person, subject only to (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, Filing Date Liens and (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contraryCarve-Out. (iid) All Postpetition Debt shall constitute an allowed administrative expense Pursuant to Section 364(c)(2) of the Borrowers Bankruptcy Code and the Orders, the Obligations will be secured by a first priority perfected Lien on the Shared Postpetition Residual Interest Collateral which shall be pari passu with the Secondary DIP Facility Liens, in proportion to the Chapter 11 Cases. Such administrative expense shall have Superpriorityrespective amounts of the Obligations and the obligations under the Secondary DIP Facility arising from drawings of credit enhancement letters of credit issued under this Agreement and the Secondary DIP Facility Credit Agreement that enhance the relevant series of fleet financing, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy CodeOut. (iiie) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant Pursuant to Section 506(c364(c)(3) of the Bankruptcy Code or otherwise. Except for Permitted and the Orders, the Obligations will be secured by a perfected Lien on the Secondary DIP Facility Cash Collateral, subject to the Secondary DIP Facility Liens, the Adequate Protection Liens, and subject to the Carve-Out ExpensesOut, no but senior to all other claim having Liens. (f) Pursuant to Section 364(c)(3) of the Bankruptcy Code and the Orders, the Obligations will be secured by a perfected Lien on the Pre-Petition Residual Interest, subject to (i) the Secondary DIP Facility Liens, (ii) the Adequate Protection Liens, (iii) the Pre-Petition Liens, (iv) Filing Date Liens, and (v) the Carve-Out, but senior to all other Liens. (g) Pursuant to Section 364(d)(1) of the Bankruptcy Code, the Obligations at all times will be secured by a first priority superior perfected senior priming Lien on the Borrower's and the Domestic Subsidiary Guarantors' pre-petition and post-petition property, subject only to (i) the Filing Date Liens, (ii) the Liens of the Pre-Petition Agent or pari passu with that granted to Secondary DIP Facility Agent, as applicable, on Collateral constituting the Lender Pre-Petition Residual Interest, the Secondary DIP Facility Cash Collateral and the Secondary Post-Petition Residual Interest and (iii) the Carve-Out. (h) The Orders and the transactions contemplated hereby and by thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed without the Interim Order prior written consent of Agent and the Final Order shall be granted or approved or allowed while any obligations under this Agreement remain outstandingRequisite Lenders.

Priority and Liens. (a) The Borrower hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of such Borrower hereunder and under the other Loan Documents and the Orders, (i) The Lender’s Liens on the Postpetition Collateral shall be senior in priority pursuant to all other Liens on such collateral, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (ASection 364(c)(1) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times constitute allowed Superpriority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be senior secured by a perfected first priority Lien on and security interest in all previously unencumbered Collateral and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon and security interest in all Collateral that is subject to valid and perfected Liens in existence on the Petition Date or valid Liens perfected (but not granted) thereafter to the rights extent such post-Petition Date perfection in respect of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case a pre-Petition Date Lien is expressly permitted under the Bankruptcy Code. , subject and subordinate in each case with respect to subclauses (i) through (iii) Subject above, only to entry (x) following the occurrence and during the continuance of an unwaived Event of Default, the payment (as the same may be due and payable) of professional fees and disbursements allowed by order of the Final Order, Bankruptcy Court and incurred by (1) the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to professionals retained under Section 506(c327(a) and (e) of the Bankruptcy Code under a general retainer (except for ordinary course professionals) by a Borrower and (2) any statutory committee of unsecured creditors appointed in the Case in an aggregate amount not to exceed $500,000 (in addition to such fees and disbursements previously incurred, to the extent subsequently awarded) and (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 (collectively, the "Carve-Out"). The Lender agrees that so long as no Default or otherwise. Except for Permitted LiensEvent of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable, and subject to the amounts so paid shall not reduce the $500,000 capped element of the Carve-Out ExpensesOut. (b) To secure the Borrower's Obligations, no other claim having a priority superior to or pari passu with that granted the Borrower hereby grants to the Lender hereby a security interest and by continuing lien on all of the Interim Order Borrower's right, title and interest in, to and under all personal property of the Final Order shall be granted Borrower including, but not limited to the following, in each case whether now owned or approved existing or allowed while any obligations under this Agreement remain outstanding.hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"): (i) Accounts; (ii) Chattel Paper; (iii) Documents; (iv) General Intangibles; (v) Goods; (vi) Instruments; (vii) Insurance; (viii) Intellectual Property; (ix) Investment Related Property; (x) Money; (xi) Receivables and Receivable Records;

Priority and Liens. (a) Subject to the Orders and the Security and Pledge Agreement, the Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations and the other Secured Obligations (including without limitation the obligations of the Borrower and the Guarantors in respect of Indebtedness owing to JPMCB, any Lender and any of their banking Affiliates permitted by Section 6.03) and subject, in each of clauses (i) The Lender’s Liens on the Postpetition Collateral shall be senior in priority to all other Liens on such collateralthrough (iv) below, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender Out: (i) pursuant to Section 364(c)(l) 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 Claims granted to the Existing Lenders) and all other claims against the Borrower and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other documentGuarantors, filing now existing or agreement related to the creationhereafter arising, attachment, perfection or existence of any security interestkind whatsoever, (Bincluding without limitation, all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. Bankruptcy Code; (ii) All Postpetition Debt shall constitute an allowed administrative expense pursuant to Section 364(c)(2) of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and 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 tangible and intangible property of the Borrower's and the Guarantors' respective estates in the Cases that is not subject to valid, perfected and non-avoidable Liens on the Filing Date, including, without limitation, all present and future accounts receivable (other than, prior to repurchase or reacquisition thereof by any of the Debtors, such accounts receivable sold to the rights Receivables Subsidiary prior to the Filing Date to the extent such accounts receivable shall not constitute property of the Borrowers, estate of the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases Borrower or any subsequent proceeding or case Guarantors pursuant to the Permitted Receivables 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 (but excluding the Borrower's and the Guarantors' rights in respect of avoidance actions under the Bankruptcy Code. (iii) Subject , it being understood that, notwithstanding such exclusion of avoidance actions, subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have proceeds of such actions (including, without limitation, assets as to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant which Liens are avoided) shall be subject to such liens under Section 506(c364(c)(2) of the Bankruptcy Code and available to satisfy the Obligations and the other Secured Obligations) and on all cash and investments maintained in the Letter of Credit Account; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by valid, binding, continuing, enforceable and fully-perfected security interests in and Liens upon all tangible and intangible property of the Borrower and the Guarantors that is subject to valid, perfected and non-avoidable Liens in existence on the Filing Date or otherwise. Except for Permitted that is subject to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code (other than the property referred to in clause (iv) below that is subject to the existing Liens described in clause (iv)(x) below, as to which the Lien in favor of the Agent and the Lenders will be as described in clause (iv) below), junior to such valid, perfected and non-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 (x) existing Liens that presently secure obligations under the Existing Agreement, 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 (y) any Liens granted after the Filing Date to provide adequate protection in respect of any existing Lien described in clause (iv)(x), senior to all of such Liens; provided, however, the Borrower and the Guarantors shall not be required to pledge to the Agent (i) in excess of 65% of the voting capital stock of their respective direct Foreign Subsidiaries or any of the capital stock or interests of its indirect Foreign Subsidiaries (if adverse tax consequences would result to the Borrower), (ii) Joint Venture Interests if such pledge is prohibited by the organizational documents of the applicable Joint Venture pursuant to provisions that are enforceable during the bankruptcy cases of the Debtors or if as a result of such pledge the value of such Joint Venture Interests would be materially and adversely compromised or (iii) the Equity Interests of Carcorp Inc. or Waterstone Inc. to the extent a pledge of such Equity Interests would violate any law; provided, however, that no portion of the Carve-Out may be utilized to fund prosecution or assertion of any claims against the Agent, the Lenders or the Issuing Lenders (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) Subject to the priorities set forth in subsection (a) above and to the Carve-Out ExpensesOut, no other claim having 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 Senior Secured Indebtedness, the Borrower and each Guarantor hereby assigns and conveys as security, grants a priority superior 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 pari passu with that granted sublease thereof, all general intangibles relating thereto and all proceeds thereof. The Borrower and each Guarantor acknowledges that, pursuant to the Lender hereby Orders, the Liens in favor of the Agent on behalf of the Lenders in all of such real property and by the Interim Order and the Final Order leasehold instruments shall be granted perfected without the recordation of any instruments of mortgage or approved or allowed while any obligations under this Agreement remain outstandingassignment.

Priority and Liens. (ia) The Lender’s Liens on Pursuant to section 364(c)(l) of the Postpetition Collateral Bankruptcy Code, the Obligations of the Obligors hereunder and under the other Loan Documents shall at all times constitute allowed Superpriority Claims in the Bankruptcy Cases and in any future Chapter 7 case. (b) Pursuant to section 364(c)(2) of the Bankruptcy Code, the Obligations of each Obligor hereunder and under the other Loan Documents shall at all times be secured by a first-priority Lien senior in priority to all other Liens on all property of each such collateralObligor, other than Permitted Liensreal and personal, subject only whether now owned or hereafter acquired, in each case, to the Carve-Out Expenses. The Lender extent that such property is not subject to a valid, perfected, enforceable and nonavoidable Lien in existence on the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contraryPetition Date. (iic) All Postpetition Debt shall constitute an allowed administrative expense Pursuant to section 364(d)(l) of the Borrowers in Bankruptcy Code, the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to Obligations of each Obligor hereunder and under the Carve-Out Expenses and other Loan Documents shall at all times be secured by a perfected senior priming Lien upon all property of such Obligor, real and personal, whether now owned or hereafter acquired, provided, that such senior priming Liens shall be subject to the rights payment of the BorrowersCarve-Out as described in clause (e) below and the Pre-Petition Purchase Money Liens. (d) As to all real property the title to which is held by any Obligor, or the Borrowers’ estatespossession of which is held by any Obligor pursuant to a leasehold interest, such Obligor hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Lender all of the right, title, and interest of such Obligor in and to 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 Obligor in and to all buildings, improvements, and fixtures related thereto, any successor trustee lease or estate representative in sublease thereof, all General Intangibles relating thereto and all proceeds thereof. (e) The Liens on the Chapter 11 Cases or any subsequent proceeding or case Collateral under Sections 364(c)(2) and (d)(1) of the Bankruptcy Code. (iii) Subject to entry of , for the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any benefit of the Lender’s collateral including Postpetition Collateral, pursuant to and the Superpriority Claim under Section 506(c364(c)(1) of the Bankruptcy Code afforded the Obligations, shall be subject to the following (collectively, the "Carve-Out"): (i) the unpaid fees due and payable to the Clerk of the Court and the U.S. Trustee pursuant to 28 U.S.C. Section 1930 and (ii) allowed, unpaid claims for fees and expenses incurred by professionals retained pursuant to an order of the Bankruptcy Court in an amount not to exceed $300,000 in the aggregate (the "Professional Expense Cap") only in the event that the Maximum Line has been fully utilized (in the event that Lender makes Advances less than the Maximum Line, the Professional Expense Cap shall be limited to ten (1 0)% of the outstanding Advances); provided that (A) no Advance, including any Advance used to fund the Carve-Out, shall apply to or otherwise. Except be available for Permitted Liensany fees or expenses incurred in connection with the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Lender, including, without limitation (x) challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the Obligations or the Liens of the Lender in respect thereof or (y) preventing, hindering or otherwise delaying, whether directly or indirectly, the exercise by the Lender of any of its rights and remedies under this Agreement or the other Loan Documents or the enforcement or realization upon any of the Lender's Liens on or security interests in any applicable Collateral, and subject to (B) in no event shall any of the Carve-Out Expenses, no (x) be paid from amounts on deposit in the Cash Collateral Account or (y) include any fees or expenses arising after the conversion of a Bankruptcy Case under Chapter 11 of the Bankruptcy Code to a case under Chapter 7 of the Bankruptcy Code (other claim having a priority superior to or pari passu with that granted to the Lender hereby and by the Interim Order and the Final Order shall be granted or approved or allowed while any obligations than as permitted under this Agreement remain outstandingclause (i) above).

Priority and Liens. (a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Postpetition Obligations of the Borrower and the Guarantors hereunder and under the Credit Documents and, on or after the Term Loan Effective Date and subject to Section 1.14(c), the Prepetition Obligations, (i) The Lender’s Liens on pursuant to Section 364(c)(1) of the Postpetition Collateral Bankruptcy Code, shall be senior in at all times constitute allowed Super-priority to all other Liens on such collateralClaims, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense pursuant to Section 364(c)(2) of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times be senior secured by a perfected first priority Lien on all Collateral (except property acquired by the Credit Parties pursuant to the rights exercise of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case their avoiding powers under the Bankruptcy Code. ), including, without limitation, all cash maintained in the Cash Collateral Account, the Concentration Account and the Blocked Account, and any direct investment of the funds contained therein that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c364(c)(3) of the Bankruptcy Code Code, shall be secured by a perfected junior Lien upon all Collateral (other than Collateral that is subject to existing Liens that, prior to the Term Loan Effective Date, secure the Prepetition Obligations, as to which the Lien in favor of the Collateral 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 otherwise. Except for Permitted Liensvalid 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 subject to the Carve-Out Expenses, no other claim having a priority superior valid and perfected Liens which are senior (after giving effect to or pari passu with that granted to the Lender hereby and by the Interim Order and the Final Order, as applicable) to the Liens granted to the Collateral Agent and the Lenders pursuant to the Interim Order (and the Final Order, as applicable) and (iv) shall be secured by a perfected first priority, senior priming Lien on all Prepetition 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 Prepetition Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to (x) following the occurrence and during the continuance of a Default or approved 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 Credit Parties 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 $5,000,000 (in addition to compensation previously awarded whether or not paid), (y) the unfunded portion of Retention Payments and (z) the payment of unpaid fees pursuant to 28 U.S.C. " 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, the "Carve-Out"), provided further that following the Termination Date amounts in the Cash Collateral Account shall not be subject to the Carve-Out. The Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed while and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out. Nothing herein shall limit the rights of the Agent and the Prepetition Agent to object to any obligations request to the Bankruptcy Court for payment or reimbursement of fees and expenses of professionals. The Borrowers and the Guarantors shall not be in default of their representations and warranties with respect to the Prepetition Obligations under this Section 1.14(a) solely by virtue of a successful challenge by a Person (other than a Credit Party) to the priority of the Liens securing the Prepetition Obligations, in accordance with Section 16 of the Interim Order. (b) The Borrower and the Guarantors acknowledge and agree that, as adequate protection for the Existing Lenders' interests in the Liens that are being primed as set forth in subsection 1.14(a)(iv), the use of the Cash Collateral in which the Existing Lenders have an interest and the imposition of the automatic stay pursuant to Section 362(a) of the Bankruptcy Code, the Existing Lenders shall, pursuant to the Interim Order (and the Final Order, as applicable), receive during the period from the Petition Date until the Term Loan Effective Date (i) a Super-priority Claim junior only to the Super-priority Claim granted to the Collateral Agent and the Lenders hereunder, (ii) a replacement Lien on the Collateral having a priority immediately junior to the priming and other Liens granted in favor of the Collateral Agent and the Lenders hereunder and under the other Credit Documents and the Orders (subject and subordinate, in the case of clauses (i) and (ii) above, 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 Collateral Agent and the Lenders pursuant to the Interim Order (and the Final Order, as applicable), (iii) the payment on the Effective Date of all other fees, costs and charges owing in respect thereof under the Existing Credit Agreement remain outstandingon such date (including, without limitation, the fees and expenses of attorneys and financial consultants of the Prepetition Agent) and (iv) the right to accrue interest on the Existing Lender Debt at the non-default rate determined in accordance with Section 1.08 of the Existing Credit Agreement. (c) The Liens and Super-priority Claims granted to the Revolving Lenders to secure the Revolving Loans, Swingline Loans and Letter of Credit Outstandings shall be senior and prior to the Liens and Super-priority Claims granted to secure the Prepetition Obligations prior to the Term Loan Effective Date and the Term Loans and the Existing Letters of Credit on and after the Term Loan Effective Date.

Priority and Liens. (a) The Borrower hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of such Borrower hereunder and under the other Loan Documents and the Orders, (i) The Lender’s Liens on the Postpetition Collateral shall be senior in priority pursuant to all other Liens on such collateral, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (ASection 364(c)(1) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times constitute allowed Superpriority Claims, (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be senior secured by a perfected first priority Lien on and security interest in all previously unencumbered Collateral and (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon and security interest in all Collateral that is subject to valid and perfected Liens in existence on the Petition Date or valid Liens perfected (but not granted) thereafter to the rights extent such post-Petition Date perfection in respect of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case a pre-Petition Date Lien is expressly permitted under the Bankruptcy Code. , subject and subordinate in each case with respect to subclauses (i) through (iii) Subject above, only to entry (x) following the occurrence and during the continuance of an unwaived Event of Default, the payment (as the same may be due and payable) of professional fees and disbursements allowed by order of the Final Order, Bankruptcy Court and incurred by (1) the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to professionals retained under Section 506(c327(a) and (e) of the Bankruptcy Code under a general retainer (except for ordinary course professionals) by a Borrower and (2) any statutory committee of unsecured creditors appointed in the Case in an aggregate amount not to exceed $500,000 (in addition to such fees and disbursements previously incurred, to the extent subsequently awarded) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, the "Carve-Out"). The Lender agrees that so long as no Default or otherwise. Except for Permitted LiensEvent of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable, and subject to the amounts so paid shall not reduce the $500,000 capped element of the Carve-Out ExpensesOut. (b) To secure the Borrower's Obligations, no other claim having a priority superior to or pari passu with that granted the Borrower hereby grants to the Lender hereby a security interest and by continuing lien on all of the Interim Order Borrower's right, title and interest in, to and under all personal property of the Final Order shall be granted Borrower including, but not limited to the following, in each case whether now owned or approved existing or allowed while any obligations under this Agreement remain outstanding.hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"): (i) Accounts; (ii) Chattel Paper; (iii) Documents; (iv) General Intangibles; (v) Goods; (vi) Instruments; (vii) Insurance; (viii) Intellectual Property; (ix) Investment Related Property; (x) Money; (xi) Receivables and Receivable Records;

Priority and Liens. (ia) The Lender’s Liens on the Postpetition Collateral shall be senior in priority to all other Liens on such collateralBorrowers hereby covenant, other than Permitted Liensrepresent and warrant that, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to upon entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any Obligations of the Lender’s collateral including Postpetition Collateral, Borrowers hereunder and under the Loan Documents: (i) pursuant to Section 506(c364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Lien on all unencumbered property of the Borrowers (other than the equity interests of the Borrowers in the entities listed on Schedule 2.23, the "Excluded Equity Interests") ------------- ------------------------- and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein, provided that, following the -------- Termination Date, amounts in the Letter of Credit Account shall not be subject to the Carve-Out; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon the "Petition Date Inventory" (as defined in the Final Order) and all other property of the Borrowers that is subject to valid, perfected and non-avoidable Liens in existence on the Filing Date or that is subject to valid and non-avoidable Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code or otherwise. Except (A) including, without limitation, any valid, perfected and nonavoidable Liens of Bank of America, N.A. ("BofA") as agent for Permitted Lienscertain lenders to Chicago Cold ---- Rolling, and L.L.C. ("CCR"), one of the Borrowers hereunder, in assets of CCR, --- (B) but excluding all property, other than the Petition Date Inventory, that is subject to the Carve-Out Expensesexisting Liens that secure obligations under the Existing Credit Agreement, no which existing Liens under the Existing Credit Agreement (other claim having a priority superior than in respect of the Petition Date Inventory) shall be primed by the Liens to or pari passu with that be granted to the Lender hereby Administrative Agent described in the following clause (iv); and by ----------- (iv) pursuant to Section 364(d)(1) of the Interim Bankruptcy Code, shall be secured, subject to the first priority Lien in inventory granted as adequate protection pursuant to paragraph 19(a) of the Final Order and the Lien pari passu to the adequate protection Lien granted pursuant to paragraph 27 of the Final Order Order, by a perfected first priority, senior priming Lien (collectively, the "Priming Liens") on all of the property of ------------- the Borrowers (including, without limitation, accounts receivable, notes, rights under license agreements, property, plant and equipment, interests in leaseholds and capital stock of Subsidiaries of the Parent, limited, in the case of an entity that is a controlled foreign corporation under Section 957 of the Code, to 66% of the voting stock of such entity) that is subject to any existing Liens (the "Primed Liens"), ------------ but excluding the Petition Date Inventory, which secure the Borrowers' prepetition Indebtedness under the Existing Credit Agreement, all of which Primed Liens shall be primed by and made subject and subordinate to the perfected first priority senior Liens to be granted or approved or allowed while to the Administrative Agent, which senior Priming Liens in favor of the Administrative Agent shall, except as specifically provided in paragraph 19(a) of the Final Order, also prime any obligations under this Agreement remain outstanding.Liens granted after the commencement of the Cases to provide adequate protection Liens in respect of any of the Primed Liens,

Priority and Liens. (a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents (i) The Lender’s pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute allowed 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 L/C Cash Collateral Account and any direct investments of the funds contained therein that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date or after giving effect to the occurrence of the Existing Lender Debt Repayment Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all Collateral (other than Collateral that is subject to existing Liens that, prior to the Existing Lender Debt Repayment Date, secure the Existing Obligations, as to which the Lien in favor of the 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 Postpetition 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 to other 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 Agent and the Lenders pursuant to the Interim Order (and the Final Order, as applicable) and (iv) prior to the Existing Lender Debt Repayment Date, pursuant to Section 364(d)(1) of the Bankruptcy Code, the Loans shall be secured by a perfected first priority, senior priming Lien 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 Lender Debt, subject and subordinate in each case with respect to subclauses (i) through (iv) 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 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 $3,000,000 (in addition to compensation previously awarded whether or not paid) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. 1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, the "CARVE-OUT"), PROVIDED, FURTHER, that following the Termination Date amounts in the L/C Cash Collateral Account shall not be subject to the Carve-Out. The Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out. The Liens and Super-priority Claims granted to the Tranche A Lenders to secure the Total Tranche A Outstandings shall be senior and prior to the Liens and Super-priority Claims granted to secure the Tranche B Loans. (b) As to all Collateral, including without limitation, all real property the title to which is held by the Borrower or any Guarantor, or the possession of which is held by the Borrower or any Guarantor pursuant to leasehold interest, each of the Borrower and the Guarantors 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 and such 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 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 granted in favor of the Agent (on behalf of the Lenders) in all of the Collateral shall be senior 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 Guarantors further agrees that (i) the Agent shall have rights and remedies set forth in Section 12 in respect of the Collateral and (ii) if requested by the Agent, each of the Borrower and the Guarantors shall enter into separate security agreements, pledge agreements and fee and leasehold mortgages with respect to such Collateral on terms reasonably satisfactory to the Agent. (c) The Borrower and the Guarantors acknowledge and agree that, as adequate protection for the Existing Lenders' interests in the Liens that are being primed as set forth in subsection 4.21(a)(iv) and the imposition of the automatic stay pursuant to Section 362(a) of the Bankruptcy Code, the Existing Lenders shall, pursuant to the Interim Order (and the Final Order, as applicable), receive during the period from the date of entry of the Interim Order until the Existing Lender Debt Repayment Date (i) a Super-priority Claim junior only to all the Super-priority Claim granted to the Agent and the Lenders, (ii) a replacement Lien on the Collateral having a priority immediately junior to the priming and other Liens on such collateralgranted in favor of the Agent and the Lenders hereunder and under the other Loan Documents and the Orders (subject and subordinate, other than Permitted Liensin the case of clauses (i) and (ii) above, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge valid and agree that the priority set forth in the preceding sentence shall be applicable irrespective of perfected Liens which are senior (A) anything after giving effect to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, Interim Order (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have Superpriority, subject only to the Carve-Out Expenses and shall at all times be senior to the rights of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(cas applicable)) of the Bankruptcy Code or otherwise. Except for Permitted Liens, and subject to the Carve-Out Expenses, no other claim having a priority superior to or pari passu with that Liens granted to the Lender hereby Agent and by the Lenders pursuant to the Interim Order (and the Final Order shall be granted or approved or allowed while any obligations Order, as applicable), (iii) the payment on the Closing Date and on the Existing Lender Debt Repayment Date of all accrued but unpaid interest on the Existing Lender Debt and all other fees, costs and charges owing in respect thereof under this the Existing Credit Agreement remain outstandingon each such date and (iv) cash payments on the first Business Day of each month prior to the Existing Lender Debt Repayment Date in an amount equal to interest due on the Existing Lender Debt at the non-default rate determined in accordance with subsection 4.1 of the Existing Credit Agreement.

Priority and Liens. (a) The Borrower and each of the Guarantors hereby covenants, represents and warrants that, upon entry of the Interim Order (and the Final Order, as applicable), the Obligations of the Borrower and the Guarantors hereunder and under the Loan Documents and in respect of Indebtedness owing to JPMorgan Chase Bank and its banking Affiliates permitted by Section 6.03(vi): (i) The Lender’s Liens on pursuant to Section 364(c)(1) of the Postpetition Collateral Bankruptcy Code, shall be senior in priority to at all other Liens on such collateral, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth times constitute allowed administrative expense claims in the preceding sentence shall be applicable irrespective Cases having priority over all administrative expenses of (Athe kind specified in Sections 503(b) anything to or 507(b) of the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. Bankruptcy Code; (ii) All Postpetition Debt shall constitute an allowed administrative expense pursuant to Section 364(c)(2) of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times be senior to the rights secured by a perfected first priority Lien on all unencumbered property of the Borrowers, Borrower and the Borrowers’ estates, and any successor trustee or estate representative Guarantors' respective estates in the Chapter 11 Cases or any subsequent proceeding or case Cases, including, without limitation, all accounts receivable, inventory, property, plant and equipment of the Borrower and Guarantors (excluding the Borrower's and the Guarantors' rights in respect of avoidance actions under the Bankruptcy Code. ) and on all cash maintained in the Letter of Credit Account and any direct investments of the funds contained therein; (iii) Subject to entry of the Final Order, the Borrowers irrevocably waive any right they may have to surcharge any of the Lender’s collateral including Postpetition Collateral, pursuant to Section 506(c364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Lien upon all 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, as to which the Lien in favor of the Agent and the Lenders will be as described in clause (iv) of this sentence) that is subject to valid, perfected and non-avoidable Liens in existence on the Filing Date or to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code or otherwise. Except for to Permitted Liens, junior to such valid, perfected and non-avoidable Liens; and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a perfected first priority, senior priming Lien on all of the tangible and intangible property of the Borrower and the Guarantors (including without limitation, accounts receivable, inventory, patents, copyrights, trademarks, tradenames and all other intellectual property, and the capital stock of all direct subsidiaries of the Borrower and each Guarantor and the proceeds thereof) that is subject to existing Liens that presently secure the Borrower's and the Guarantors' pre-petition Indebtedness under the Existing Agreement (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 shall not be required to pledge to the Agent in excess of 65% of the capital stock of its foreign Subsidiaries; subject only to (x) in the event of the occurrence and during the continuance of an Event of 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 $2,000,000 (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 and reflected on the most recent Borrowing Base Certificate delivered to the Agent to the extent allowed by the Bankruptcy Court at any time) 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, except as otherwise provided in the Orders, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower and the Guarantors owing to the Existing Lenders or the Lenders or to the collateral securing such indebtedness. The Lenders agree that so long as no Event of Default or event which with the giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, the Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. Sections 328, 330 and 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. (b) Subject to the priorities set forth in subsection (a) above and to the Carve-Out ExpensesOut, no other claim having 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 Existing Agreement, the Borrower and each Guarantor hereby assigns and conveys as security, grants a priority superior 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 pari passu with that granted sublease thereof, all general intangibles relating thereto and all proceeds thereof. The Borrower and each Guarantor acknowledges that, pursuant to the Lender hereby Orders, the Liens in favor of the Agent on behalf of the Lenders in all of such real property and by the Interim Order and the Final Order leasehold instruments shall be granted perfected without the recordation of any instruments of mortgage or approved or allowed while any obligations under this Agreement remain outstandingassignment. 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 reasonably satisfactory to the Agent.

Priority and Liens. (a) The Borrower and the Subsidiary Guarantors hereby covenant, represent and warrant that, upon entry of the Interim Order or Final Order, as applicable, the Obligations of each of the Loan Parties hereunder and under the other Loan Documents, (i) The Lender’s Liens on pursuant to Section 364(c)(1) of the Postpetition Collateral Bankruptcy Code, shall be senior in priority to at all other Liens on such collateraltimes constitute allowed Super-Priority Claims, other than Permitted Liens, subject only to the Carve-Out Expenses. The Lender and the Borrowers acknowledge and agree that the priority set forth in the preceding sentence shall be applicable irrespective of (A) anything to the contrary contained in any other document, filing or agreement related to the creation, attachment, perfection or existence of any security interest, (B) the time, place, order or method of attachment or perfection of any security interest, (C) the time or order of filing or recording of financing statements, deeds of trust or other documents, filed or recorded to perfect security interests or (D) any statutes, rules of law, or judicial interpretations to the contrary. (ii) All Postpetition Debt shall constitute an allowed administrative expense pursuant to Section 364(c)(2) of the Borrowers in the Chapter 11 Cases. Such administrative expense shall have SuperpriorityBankruptcy Code, subject only to the Carve-Out Expenses and shall at all times be senior secured by a perfected first priority Lien on all Collateral, including without limitation, all cash maintained in the L/C Cash Collateral Account and any direct investments of the funds contained therein, that is otherwise not encumbered by a valid and perfected Lien as of the Petition Date, (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected second priority Lien upon all Collateral (other than the Prepetition Collateral, 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 a Permitted Lien, including, without limitation, valid and perfected Liens in existence on the Petition Date or valid Liens perfected (but not granted) thereafter to the rights extent such post-Petition Date perfection in respect of the Borrowers, the Borrowers’ estates, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case a pre-Petition Date claim is expressly permitted under the Bankruptcy Code. (iii) Subject , junior to entry such Permitted Liens, provided that the Liens granted in favor of the Final Order, Administrative Agent and the Borrowers irrevocably waive Lenders shall be senior to any right they may have Permitted Lien which is expressly stated herein to surcharge any be junior to the Liens in favor of the Lender’s collateral including Postpetition CollateralAdministrative Agent and the Lenders, and (iv) pursuant to Section 506(c364(d)(1) of the Bankruptcy Code Code, shall be secured by a perfected first priority, senior priming Lien on all of the Prepetition Collateral and any Property of the Borrower and the Subsidiary Guarantors on which a Lien is granted after the Petition Date to provide adequate protection in respect of the Prepetition Obligations, subject and subordinate in each case with respect to subclauses (i) through (iv) above, only to (x) following the occurrence and during the continuance of a Default or otherwisean Event of Default, the payment of professional fees and disbursements incurred by the professionals retained by the Borrower and the Subsidiary Guarantors and the statutory committee of unsecured creditors appointed in the Cases and allowed by the Bankruptcy Court in an aggregate amount not to exceed $1,500,000 (in addition to fees and expenses previously incurred to the extent ultimately allowed by the Bankruptcy Court) and (y) the payment of unpaid fees pursuant to 28 U.S.C. ss. Except for Permitted Liens1930 and any fees payable to the Clerk of the Bankruptcy Court (collectively, and the "Carve-Out"), provided, further, that following the Termination Date amounts in the L/C Cash Collateral Account shall not be subject to the Carve-Out Expenses, no other claim having a priority superior Out. Without prejudice to or pari passu with that granted any Lender's right to object to the Lender hereby interim or final allowance of any compensation or reimbursement of expenses, the Lenders agree that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code and pursuant to any order of the Bankruptcy Court, as the same may be payable, and the amounts so paid shall not reduce the Carve-Out. (b) As to all Collateral, including without limitation, all real property the title to which is held by the Interim Order Borrower or any Subsidiary Guarantor or the possession of which is held by the Borrower or any Subsidiary Guarantor pursuant to leasehold interests, the Borrower and each of the Subsidiary Guarantors, subject to the Carve-Out, hereby assigns and conveys as security, grants a security interest in, hypothecates, mortgages, pledges and sets over unto the Administrative Agent all of the right, title and interest of the Borrower and each of the Subsidiary Guarantors 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 of the Subsidiary Guarantors 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 of the Subsidiary Guarantors acknowledges that, pursuant to the Orders, the Liens granted in favor of the Administrative Agent (on behalf of the Administrative Agent and the Final Order Lenders) in all of the Collateral shall be granted perfected without the recordation of any Uniform Commercial Code financing statements, notices of Lien or approved other instruments of mortgage or allowed while any obligations under this Agreement remain outstandingassignment. The Borrower further agrees that if requested by the Administrative Agent, the Borrower and the Subsidiary Guarantors shall enter into separate security agreements, pledge agreements and fee and leasehold mortgages with respect to such Collateral on terms reasonably satisfactory to the Administrative Agent.