Common use of Secured, Super-Priority Obligations Clause in Contracts

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all Loans, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, are effective to create in favor of the Administrative Agent for the ratable benefit of the Lenders, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing Order) in all right, title and interest in the Collateral, enforceable against each Grantor that owns interest in such Collateral. (b) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the date hereof. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(3) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will constitute allowed super-priority administrative expense claims in the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall not be paid from the Avoidance Actions.

Secured, Super-Priority Obligations. (a) On Subject to Section 11.1, on and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations Subject to Section 11.1, pursuant to section 364(c)(2) and (3) and section 364(d) (1) of the Bankruptcy Code and the Orders, all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Subsidiary Guarantors in respect thereof (including, without limitation, any exposure of a Lender or any of its Affiliates in respect of cash management or hedging transactions incurred on behalf of any Loan Party) will be secured by a first priority perfected Lien on the Collateral, subject and subordinate only to the Superior Liens. (i) Subject to Section 11.1, pursuant to section 364(c)(1) of the Bankruptcy Code and the Orders, all obligations of the Borrower and the obligations of the Subsidiary Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2) (including any exposure of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the date hereof. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty Lender in respect thereof will be secured pursuant to section 364(c)(3of cash management or hedging transactions incurred on behalf of any Loan Party) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will constitute allowed super-priority administrative expense claims in each of the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code Code, subject and including chapter 7 administrative expenses. subordinate only to the Carve-Out, and (ii) the obligations of the Parent Guarantor under the Guaranty shall constitute pre-petition general unsecured claims. (d) The foregoing super-priority administrative claims shall Interim Order, once entered, and the Final Order, once entered, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Lenders.

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Orders, all other amounts owing by the Borrower hereunder under this Agreement and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in and Lien on, and mortgage against, all of on the Priority Collateral and all Proceedsa perfected Lien on the Junior Collateral, rents subject only to (i) valid, perfected, nonavoidable and products of all of the foregoing and all distributions thereon that are unencumbered enforceable Liens existing as of the date hereofPetition Date in the case of the Junior Collateral and (ii) the Carve-Out in the case of the Junior Collateral and the Priority Collateral. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant Pursuant to section 364(c)(3Section 364(c) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage againstOrders, all obligations of the Collateral that is subject to Borrower and the Permitted Liens. (d) Pursuant to section 364(c)(1) obligations of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will constitute allowed super-priority administrative expense claims in the Reorganization Cases having priority over all administrative expenses of the kind specified in sections Sections 503(b) or 507(b) of the Bankruptcy Code Code, subject only to the Carve-Out. (d) The Orders and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Administrative Agent.

Secured, Super-Priority Obligations. (a) On Subject to Section 11.1, on and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations Subject to Section 11.1, pursuant to section 364(c)(2) and (3) of the Bankruptcy Code and the Orders, all other amounts owing by the Borrower hereunder and under by the other Guarantors in respect thereof (including, without limitation, any exposure of a Lender or any of its Affiliates in respect of cash management or hedging transactions incurred on behalf of any Loan Documents Party) will be secured by a first priority perfected Lien on the Collateral, subject and by subordinate only to the Superior Liens. (c) Subject to Section 11.1, pursuant to section 364(c) of the Bankruptcy Code and the Orders, all obligations of the Borrower and the obligations of the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2) (including any exposure of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the date hereof. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty Lender in respect thereof will be secured pursuant to section 364(c)(3of cash management or hedging transactions incurred on behalf of any Loan Party) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will constitute allowed super-priority administrative expense claims in each of the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject and subordinate only to the Carve-Out. (d) Subject to Section 11.1, on the Petition Date, the Administrative Agent for the benefit of the Secured Parties will have a perfected, first-priority priming Lien, pursuant to section 364(d)(1) of the Bankruptcy Code and including chapter 7 administrative expenses. the Bankruptcy Code, upon all Property of the Borrower and the Guarantors that is subject to the Liens securing the Prepetition Obligations, which Liens in favor of the Administrative Agent and the Lenders shall be senior in all respects to all of the Liens securing the Prepetition Obligations and to any Liens granted after the Petition Date to provide adequate protection in respect thereof; (e) The foregoing super-priority administrative claims shall Interim Order, once entered, and the Final Order, once entered, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Administrative Agent.

Secured, Super-Priority Obligations. (a) On and after (i) the Initial Closing Date, upon entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all Loansas applicable, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersLenders and Citibank, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing Order) in all right, title and interest in the Collateral, enforceable against each Grantor Debtor that owns an interest in such Collateral (other than, with respect to Citibank, any lien on the Prepetition Collateral). (b) All Obligations Pursuant to subclauses (2) and (3) of clause (c) and subclause (1) of clause (d) of Section 364 of the Bankruptcy Code and the Order, (i) all other amounts owing by the Borrower hereunder under this Agreement and under the other Loan Documents in respect thereof, and, (ii) subject to and as provided by the Guarantors under terms of the Guaranty Order and to the extent provided in the Order, all amounts owing to Citibank with respect thereof to its Purchase Price Overpayment Secured Claim, will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority priority, senior, priming perfected security interest in and Lien on, and mortgage against, all of on the Collateral (including, with respect to the Obligations only, Prepetition Collateral), subject only to (A) valid, perfected, nonavoidable and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered enforceable Liens existing as of the date hereofPetition Date (other than the Prepetition Liens), (B) Liens permitted in the Order. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant Pursuant to section 364(c)(3clause (c) of Section 364 of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by obligations of the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will shall constitute allowed super-priority administrative expense claims in each of the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(bclause (b) of Section 503 or 507(bclause (b) of Section 507 of the Bankruptcy Code Code, subject only to the Carve-Out. (d) The Order and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Agent.

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Orders, all other amounts owing by the Borrower hereunder and under the other Loan Documents Facility and by the Guarantors under the Guaranty in respect thereof (including, without limitation, any exposure of a Lender or any of its Affiliates in respect of Cash Management Obligations or Hedging Contracts incurred on behalf of any Loan Party) will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in Lien on the Collateral, subject only to (i) valid, perfected, nonavoidable and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered enforceable Liens existing as of the date hereofPetition Date, other than the Liens on the Collateral securing Prepetition Secured Indebtedness, (ii) the Carve-Out, (iii) Liens permitted under Section 8.2 (d) and (iv) post-petition Liens permitted under Section 8.2(c), (e) and (i); provided, however, that the Liens granted to the Administrative Agent, for the benefit of the Secured Parties, shall be senior to any Lien which is expressly stated herein to be junior to the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant Pursuant to section 364(c)(3364(c) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage againstOrders, all Secured Obligations of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) Borrower and all Secured Obligations of the Bankruptcy CodeSubsidiary Guarantors (including, the Interim Financing Order and the Final Financing Orderwithout limitation, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty any exposure of a Lender or any of its Affiliates in respect thereof of Cash Management Obligations or Hedging Contracts incurred on behalf of any Loan Party) at all times will constitute allowed super-priority administrative expense claims in each of the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-Out. (d) Pursuant to subsections 364(d)(1) of the Bankruptcy Code and including chapter 7 administrative expenses. the Orders, all amounts owing by the Borrower under the Facility and by the Guarantors in respect thereof (including, without limitation, any exposure of a Lender or any of its Affiliates in respect of Cash Management Obligations or Hedging Contracts incurred on behalf of any Loan Party) will be secured by a first priority, perfected and senior priming Lien on the Prepetition Collateral, subject only to (i) the Carve-Out, (ii) Liens permitted under Section 8.2(d) and (iii) post-petition Liens permitted under Section 8.2(c), (e) and (i). (e) The foregoing super-priority administrative claims shall Interim Order and (to the extent entered) the Final Order and the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Administrative Agent.

Secured, Super-Priority Obligations. (a) On and after (i) the Closing Date, upon entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of or the Final Financing Order with respect to all LoansOrder, as applicable, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations Pursuant to subclauses (2) and (3) of clause (c) and subclause (1) of clause (d) of Section 364 of the Bankruptcy Code and the Orders, all other amounts owing by the Borrower hereunder Borrowers under this Agreement and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof (including any exposure of a Lender or any of its affiliates in respect of hedging transactions incurred on behalf of any Loan Party) will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority priority, senior, priming perfected security interest in and Lien on, and mortgage against, all of on the Collateral (including the "Collateral" under the Pre-Petition Facility), subject only to (i) valid, perfected, nonavoidable and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered enforceable Liens existing as of the date hereofPetition Date (other than Liens securing the Pre-Petition Facility), and (ii) the Carve-Out. (c) All Obligations Pursuant to clause (c) of Section 364 of the Bankruptcy Code and the Orders, all other amounts owing by obligations of the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty Borrowers in respect thereof will be secured pursuant to section 364(c)(3) (including any exposure of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty Lender in respect thereof of hedging transactions incurred on behalf of any Loan Party) at all times will shall constitute allowed super-priority administrative expense claims in each of the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(bclause (b) of Section 503 or 507(bclause (b) of Section 507 of the Bankruptcy Code Code, subject only to the Carve-Out. (d) The Orders and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Administrative Agent.

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Obligor that owns an interest in such Collateral. (b) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof (including, without limitation, all principal and accrued interest, costs, fees and expenses and any exposure of a Lender or any of its affiliates in respect of cash management or hedging transactions incurred on behalf of any Obligor ) will be secured secured: (i) pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing OrderOrders, by a valid, binding, continuing, enforceable and first priority fully perfected senior security interest in and Lien on, and mortgage against, all unencumbered property and assets of each of the Collateral Obligors and (if applicable) their estates of every kind or type whatsoever, tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising and regardless of where located, whether within the United States or in other locations, and including, without limitation, all Capital Securities and all Proceedsproperty of the estates of each of the Obligors (if applicable) within the meaning of section 541 of the Bankruptcy Code, all proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the Petition Date and all unencumbered Capital Securities of a Subsidiary of an Obligor, subject only to the Carve-Out and to any valid, perfected and unavoidable first priority right of consignment under applicable law; (ii) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Orders, by a valid, binding, continuing, enforceable and fully perfected junior security interest in, and mortgage against, all property and assets of each Obligor and (if applicable) their estates of every kind or type whatsoever (other than property described in clauses (b)(i) and (iii), as to which the liens and the security interests in favor of the Administrative Agent and the Lenders will be described in such clauses) that is subject only to (A) any valid, perfected and unavoidable first priority right of consignment under applicable law and (B) 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 the Carve-Out; and (iii) pursuant to section 364(d)(1) of the Bankruptcy Code and the Orders, by a valid, binding, continuing, enforceable and fully perfected first priority, senior priming security interest in, and senior priming Lien on, all property and assets of each of the Obligors and (if applicable) their estates of every kind or type whatsoever, whether tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising and regardless of where located, whether within the United States or in other locations, and including, without limitation, all property of the estates of each of the Obligors (if applicable) within the meaning of section 541 of the Bankruptcy Code, and all proceeds thereof that are subject to valid and perfected Liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected subsequent to such date hereofas permitted by subsection 546(b) of the Bankruptcy Code; provided, however, that such Liens and security interests granted to the Administrative Agent and the Lenders shall be subject to: (A) the Carve-Out, (B) any valid, perfected and unavoidable first priority right of consignment under applicable law, and (C) any Third Party Liens. (c) All Pursuant to section 364(c)(1) of the Bankruptcy Code and the Orders, all Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(3) (including, without limitation, any exposure of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty Lender in respect thereof of cash management or hedging transactions incurred on behalf of any Obligor) at all times will constitute allowed super-priority administrative expense claims in the Reorganization Cases Case having priority over any and all administrative expenses of the kind specified in sections 105, 326, 328, 330, 331, 503(b) ), 506(c), 507(a), 507(b), 546(c), 726, 1114 or 507(b) any other provisions of the Bankruptcy Code Code, subject only to the Carve-Out. (d) The Orders and including chapter 7 administrative expenses. The foregoing superthe transactions contemplated hereby and thereby, are in full force and effect and have not been vacated, reversed, modified, amended or stayed without the prior written consent of the Lenders. (e) Notwithstanding anything to the contrary in this Section 6.28, all liens granted under the Orders to the Administrative Agent and the Lenders to secure the Obligations under the NM Loans and the DIP Letter of Credit Facility shall be senior in priority to all liens granted under the Orders to the Administrative Agent and the Lenders to secure the Obligations under the Roll-priority administrative claims shall not be paid from the Avoidance ActionsUp Loans.

Secured, Super-Priority Obligations. On and after the Closing Date and until the Exit Facilities Conversion Date: (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all Loans, the The provisions of the Loan Documents and the Interim Financing DIP Order or Final Financing Order, as the case may be, are effective to create in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the LendersSecured Creditors, legal, valid and perfected Liens on and security interests (in all right, title and interest of the Loan Parties in the Collateral, having the priority provided for herein and in the Interim Financing DIP Order and Final Financing Order) in all right, title and interest in the Collateral, enforceable against each Grantor that owns interest in such Collateralthe Loan Parties. (b) All Obligations Pursuant to subclauses (2) and all other amounts owing by the Borrower hereunder (3) of clause (c) and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to subclause (1) of clause (d) of section 364(c)(2) 364 of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing DIP Order, all Obligations are secured by a first priority perfected security interest in Lien on the Collateral, subject only to (i) Permitted Petition Date Liens, (ii) the Carve-Out and Lien on, (iii) subject to the terms and mortgage against, all conditions of the Collateral and all ProceedsIntercreditor Agreement, rents and products of all of Liens securing the foregoing and all distributions thereon that are unencumbered as of the date hereofPari Passu Obligations. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant Pursuant to section 364(c)(3clause (c)(1) of Section 364 of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing DIP Order, all Obligations and all other amounts owing by obligations of the Borrower hereunder and Loan Parties under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will shall constitute allowed super-priority administrative expense claims in the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(bclause (b) of Section 503 or 507(bclause (b) of Section 507 of the Bankruptcy Code Code, in each case subject only to the Carve-Out. (d) The DIP Order and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the transactions contemplated hereby and thereby are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Required Lenders.

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Subsidiary Guarantors under the Guaranty in respect thereof (including, without limitation, all principal and accrued interest, costs, fees and expenses and any exposure of a Lender or any of its affiliates in respect of cash management or hedging transactions incurred on behalf of any Loan Party) will be secured secured: (i) pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing OrderOrders, by a first priority perfected security interest in and Lien on, and mortgage against, all unencumbered property and assets of each of the Collateral Loan Parties and their estates of every kind or type whatsoever, tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising and regardless of where located, whether within the United States, Canada or in other locations, and including, without limitation, all Proceedsproperty of the estates of each of the Loan Parties within the meaning of section 541 of the Bankruptcy Code, all proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the date hereof.hereof and all unencumbered Stock of a Subsidiary of a Loan Party, subject only to the Carve-Out; (cii) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(3) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing OrderOrders, by a perfected junior security interest in and Lien on, and security interest in, and mortgage againstagainst all property and assets of each of the Loan Parties and their estates of every kind or type whatsoever, tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising, and including, without limitation, Stock of a Foreign Subsidiary of a Loan Party, all property of the estates of each of the Loan Parties within the meaning of section 541 of the Bankruptcy Code, and all proceeds, rents and products of all of the Collateral foregoing and all distributions thereon that is are subject to valid and perfected Liens in existence at the Permitted Lienstime of the commencement of the Case or to valid Liens in existence at the time of such commencement that are perfected subsequent to such commencement as permitted by subsection 546(b) of the Bankruptcy Code, other than Liens and security interests subject to priming Liens pursuant to clause (iii) of this Section 4.18(b) below, subject only to the Carve-Out; (iii) pursuant to section 364(d)(1) of the Bankruptcy Code and the Orders, by a perfected first priority, senior priming Lien on all property and assets of each of the Loan Parties and their estates of every kind or type whatsoever, whether tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising and regardless of where located, whether within the United States or in other locations, and including, without limitation, all property of the estates of each of the Loan Parties within the meaning of section 541 of the Bankruptcy Code, and all proceeds thereof that are subject to valid and perfected Liens in existence at the time of the commencement of the Cases or to valid Liens in existence at the time of such commencement that are perfected subsequent to such commencement as permitted by subsection 546(b) of the Bankruptcy Code, other than Liens securing the Prepetition Working Capital Facility First Lien Collateral and the Liens of the Prepetition Fixed Asset Lenders under the Prepetition Fixed Assets Facility, in all cases subject only to the Carve-Out; provided, however, that with respect to the property and assets of Pliant Toronto, such priming Liens shall be created and perfected on and after the Foreign Debt Draw Date; and (iv) pursuant to a super-priority charge granted by the Canadian Court as part of the Recognition Orders over all of the present and after-acquired property, assets and undertakings of: (i) Uniplast Industries and Pliant Packaging, subordinate only to the lien on the Prepetition Working Capital Facility First Lien Collateral and a charge granted by the Canadian Court to secure the payment of the Information Officer’s fees and the fees of its counsel in an amount to be agreed by the Information Officer, the Borrower and the Lenders (the “Information Officer Charge”) and senior to all other creditors, interest holders, lien holders and claimants of any kind whatsoever; and (ii) Pliant Toronto, subordinate only to the Information Officer Charge and, at all times prior to (but not on or after) the Foreign Debt Draw Date, the liens securing the Prepetition Working Capital Facility and the Prepetition Fixed Asset Facility, and senior to all other creditors, interest holders, lien holders and claimants of any kind whatsoever up to the value of all intercompany advances and all other benefits (whether through repayment of obligations in respect of which Pliant Toronto is a guarantor or otherwise) received by Pliant Toronto from the other Loan Parties on or following the Closing Date, including as a result of the repayment of the Specified Foreign Debt Obligations. (dc) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing OrderOrders, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Subsidiary Guarantors under the Guaranty in respect thereof (including, without limitation, any exposure of a Lender in respect of cash management or hedging transactions incurred on behalf of any Loan Party) at all times will constitute allowed super-priority administrative expense claims in the Reorganization Cases Case and the CCAA Proceedings having priority over any and all administrative expenses of the kind specified in sections 503(b) or 507(b) or any other provisions of the Bankruptcy Code Code, subject only to the Carve-Out. (d) The Orders and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Lenders.

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof (including, without limitation, all principal and accrued interest, costs, fees and expenses and any exposure of a Lender or any of its affiliates in respect of cash management or hedging transactions incurred on behalf of any Loan Party) will be secured secured: (i) pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing OrderOrders, by a first priority perfected security interest in and Lien on, and mortgage against, all unencumbered property and assets of each of the Collateral Loan Parties and their estates of every kind or type whatsoever, tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising and regardless of where located, whether within the United States or in other locations, and including, without limitation, all Unencumbered Stock and all Proceedsproperty of the estates of each of the Loan Parties within the meaning of section 541 of the Bankruptcy Code, all proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the Petition Date and all unencumbered Pledged Stock of a Subsidiary of a Loan Party, subject only to the Carve-Out; (ii) pursuant to section 364(c)(3) of the Bankruptcy Code and the Orders, by a perfected junior Lien on, and security interest in, and mortgage against all property and assets of each of the Loan Parties and their estates of every kind or type whatsoever, tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising, and including, without limitation, Pledged Stock of a Subsidiary of a Loan Party (other than Unencumbered Stock), all property of the estates of each of the Loan Parties within the meaning of section 541 of the Bankruptcy Code, and all proceeds, rents and products of all of the foregoing and all distributions thereon that are subject to valid and perfected Liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected subsequent to such date hereof.as permitted by subsection 546(b) of the Bankruptcy Code, other than Liens and security interests subject to priming Liens pursuant to clause (iii) of this Section 4.18(b ggg below, subject only to the Carve-Out; (iii) pursuant to section 364(d)(1) of the Bankruptcy Code and the Orders, by a perfected first priority, senior priming Lien on all property and assets of each of the Loan Parties and their estates of every kind or type whatsoever, whether tangible, intangible, real, personal and mixed, whether now owned or existing or hereafter acquired or arising and regardless of where located, whether within the United States or in other locations, and including, without limitation, all property of the estates of each of the Loan Parties within the meaning of section 541 of the Bankruptcy Code, NY 72168370v12 and all proceeds thereof that are subject to valid and perfected Liens in existence on the Petition Date or to valid Liens in existence on the Petition Date that are perfected subsequent to such date as permitted by subsection 546(b) of the Bankruptcy Code, subject only to (i) the Carve-Out and (ii) a valid perfected lien that is a Customary Permitted Lien and expressly permitted hereunder to be senior to the lien granted hereunder; and (c) All Pursuant to section 364(c)(1) of the Bankruptcy Code and the Orders, all Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(3) (including, without limitation, any exposure of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty Lender in respect thereof of cash management or hedging transactions incurred on behalf of any Loan Party) at all times will constitute allowed super-priority administrative expense claims in the Reorganization Cases Case having priority over any and all administrative expenses of the kind specified in sections 105, 326, 328, 330, 331, 503(b) ), 506(c), 507(a), 507(b), 546(c), 726, 1114 or 507(b) any other provisions of the Bankruptcy Code Code, subject only to the Carve-Out. (d) The Orders and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Lenders.

Secured, Super-Priority Obligations. (a) On and after (i) the entry Initial Closing Date, the provisions of the Interim Financing Original DIP Credit Agreement, the Loan Documents (as defined in the Original DIP Credit Agreement) and the Final Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansEffective Date, the provisions provision of this Agreement, the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may beOrders, are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Orders, all other amounts owing by the Borrower hereunder and under the other Loan Documents Facilities and by the Guarantors under the Guaranty in respect thereof (including, without limitation, any exposure of a Lender or any of its Affiliates in respect of Cash Management Obligations or Hedging Contracts incurred on behalf of any Loan Party) will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in Lien on the Collateral, subject only to (i) valid, perfected, nonavoidable and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered enforceable Liens existing as of the date hereofPetition Date, other than the Liens on the Collateral securing Prepetition Secured Indebtedness, (ii) the Carve-Out, (iii) Liens permitted under Section 8.2 (d) and (iv) post-petition Liens permitted under Section 8.2(c), (e) and (i); provided, however, that the Liens granted to the Administrative Agent, for the benefit of the Secured Parties, shall be senior to any Lien which is expressly stated herein to be junior to the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant Pursuant to section 364(c)(3364(c) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage againstOrders, all Secured Obligations of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) Borrower and all Secured Obligations of the Bankruptcy CodeSubsidiary Guarantors (including, the Interim Financing Order and the Final Financing Orderwithout limitation, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty any exposure of a Lender or any of its Affiliates in respect thereof of Cash Management Obligations or Hedging Contracts incurred on behalf of any Loan Party) at all times will constitute allowed super-priority administrative expense claims in each of the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-Out. (d) Pursuant to subsections 364(d)(1) of the Bankruptcy Code and including chapter 7 administrative expenses. The foregoing superthe Orders, all amounts owing by the Borrower under the Facilities and by the Guarantors in respect thereof (including, without limitation, any exposure of a Lender or any of its Affiliates in respect of Cash Management Obligations or Hedging Contracts incurred on behalf of any Loan Party) will be secured by a first priority, perfected and senior priming Lien on the Prepetition Collateral, subject only to (i) the Carve-priority administrative claims shall Out, (ii) Liens permitted under Section 8.2(d), (iii) post-petition Liens permitted under Section 8.2(c), (e) and (i) and (iv) the purchase money Lien on the Chief Executive Office. (e) Each of the Orders and the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed, except for (i) amendments and modifications pursuant to Section 13.1(a)(xiv) and (ii) any amendment to the Avoidance ActionsFinal Order pursuant to the Amended and Restated DIP Order.

Secured, Super-Priority Obligations. (a) On and after the Closing Date and until the Plan Effective Date: (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all Loans, the The provisions of the Loan Documents Documents, the Approval Order and the Interim Financing Canadian Approval Order or Final Financing Order, as the case may be, are effective to create in favor of the Administrative Agent for the ratable benefit of the LendersLender, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing Order) in all right, title and interest in the Collateral, having the priority provided for herein and in the Approval Order and the Canadian Approval Order and enforceable against each Grantor that owns interest in such Collateralthe Loan Parties. (bii) All Obligations Pursuant to subclauses (2) and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2(3) of clause (c) of Section 364 of the Bankruptcy Code, the Interim Financing Approval Order, the Final Approval Order, the Canadian Interim Approval Order and the Canadian Final Financing Approval Order, all Obligations are secured by a first priority perfected security interest in Lien on the Collateral, subject only to (x) valid, perfected, nonavoidable and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered enforceable Liens existing as of the date hereofPetition Date as set forth on Schedule 6.1(t) hereto, and (y) the extent such post-petition perfection is expressly permitted by Bankruptcy Code, valid, nonavoidable and enforeceable Liens existing as of the Petition Date, but perfected after the Petition Date as set forth on Schedule 6.l(t). (ciii) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant Pursuant to section 364(c)(3clause (c)(l) of Section 364 of the Bankruptcy Code, the Interim Financing Approval Order, the Final Approval Order, the Canadian Interim Approval Order and the Canadian Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Approval Order, all Obligations and all other amounts owing by obligations of the Borrower hereunder and Loan Parties under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will shall constitute allowed super-priority administrative expense claims in the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(bclause (b) of Section 503 or 507(bclause (b) of Section 507 of the Bankruptcy Code and including chapter 7 administrative expensesCode. The foregoing Such super-priority administrative expense claims shall be subject and subordinate to the super-priority administrative expense claims of the Agent and the Lenders (each as defined in the Existing Credit Agreement) under and pursuant to the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement). (iv) the Interim Approval Order, the Final Approval Order, the Canadian Interim Approval Order, the Canadian Final Approval Order and the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of Lender.

Secured, Super-Priority Obligations. (a) On and after (i) the Effective Date, upon entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of or the Final Financing Order with respect to all LoansOrder, as applicable, the provisions of the Loan Documents and Documents, the Interim Financing Order or and the Final Financing Order, as the case may be, Order are effective to create in favor of the Administrative Agent and the Collateral Agent, for the ratable benefit of the Lenders, legal, valid and perfected Liens on and security interests (having the priority provided for herein and herein, in the Intercreditor Agreement, in the Interim Financing Order and in the Final Financing Order) in all right, title and interest in the CollateralCollateral expressed to be secured by the documents creating security listed in Section 9.1(d), enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Obligations Pursuant to subclauses (2) and (3) of clause (c) and subclause (1) of clause (d) of Section 364 of the Bankruptcy Code, the Intercreditor Agreement, the Interim Financing Order, the Final Financing Order, this Agreement and the other Loan Documents all other amounts owing by the Borrower hereunder Loan Parties under this Agreement and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof (including any exposure of a Lender or any of its affiliates in respect of hedging transactions incurred on behalf of any Loan Party) will either be secured by a first priority, senior, priming non-avoidable perfected Lien or will be secured pursuant subject to section 364(c)(2intercreditor arrangements having a similar economic effect on the Collateral (including the "Collateral" under the Pre-Petition Credit Agreement), subject only to valid, perfected, nonavoidable and enforceable Liens existing as of the Commencement Date (other than Liens securing the Pre-Petition Credit Agreement) or other Permitted Liens as specified in this Agreement, the Interim Financing Order or the Final Financing Order. (c) Pursuant to clause (c) of Section 364 of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the date hereof. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(3) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by obligations of the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty Borrowers in respect thereof (including any exposure of a Majority Lender in respect of hedging transactions incurred on behalf of any Loan Party) at all times will shall constitute allowed super-priority administrative expense claims in each of the Reorganization Chapter 11 Cases having priority over all administrative expenses of the kind specified in sections 503(bclause (b) of Section 503 or 507(bclause (b) of Section 507 of the Bankruptcy Code Code, except as to those Administrative Expenses covered by the Carve-Out (as defined in the Interim Financing Order or the Final Financing Order, as applicable). (d) The Intercreditor Agreement and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the Interim Financing Order and the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Majority Lenders.

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, Orders are effective to create in favor of the Administrative Agent Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing OrderOrders) in all right, title and interest in the Collateral, enforceable against each Grantor Loan Party that owns an interest in such Collateral. (b) All Pursuant to subsections 364(c) and 364(d) of the Bankruptcy Code and the Orders, the Secured Obligations are secured by a first priority perfected Lien on the Collateral, to the extent set forth in the Orders, subject only to (A) valid, perfected, nonavoidable and enforceable Liens existing as of the Petition Date (except the Liens securing the Prepetition Facilities Obligations, as to which the Liens on the Collateral securing the Secured Obligations are expressly senior in priority), (B) only to the extent such post-petition perfection is expressly permitted by the Bankruptcy Code, valid, nonavoidable and enforceable Liens existing as of the Petition Date, but perfected after the Petition Date, (C) the Carve-Out and (D) other Liens securing Indebtedness solely to the extent permitted under Section 8.2(d). (c) Pursuant to Section 364(c)(1) of the Bankruptcy Code and the Orders, all Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by obligations of the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a first priority perfected security interest in and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the date hereof. (c) All Obligations and all other amounts owing by the Borrower hereunder and obligations of each Loan Party under the other Loan Documents and by the Guarantors under the Guaranty to which such Loan Party is a party (including, without limitation, any exposure of a Lender in respect thereof will be secured pursuant to section 364(c)(3of cash management incurred on behalf of any Loan Party) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will constitute allowed super-priority administrative expense claims in each of the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code Code, subject only to the Carve-Out. (d) The Orders (other than the Final Order until the date it is entered) and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of the Administrative Agent and the Requisite Lenders.

Secured, Super-Priority Obligations. (a) On and after the Closing Date and until the Exit Facilities Conversion Date: (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all Loans, the The provisions of the Loan Documents Credit Documents, the Interim DIP Order, the Final DIP Order, the Canadian Interim Order and the Interim Financing Canadian Final Order or Final Financing Order, as the case may be, are effective to create in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the LendersSecured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing Order) in all right, title and interest in the Collateral, having the priority provided for herein and in the Interim DIP Order, the Final DIP Order, the Canadian Interim Order and the Canadian Final Order and enforceable against each Grantor that owns interest in such Collateralthe Credit Parties. (bii) All Obligations Pursuant to subclauses (2) and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2(3) of clause (c) of Section 364 of the Bankruptcy Code, the Interim Financing DIP Order, the Final DIP Order, the Canadian Interim Order and the Canadian Final Financing Order, all Secured Obligations are secured by a first priority perfected security interest in Lien on the Collateral, subject only to (a) valid, perfected, nonavoidable and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered enforceable Liens existing as of the date hereofPetition Date as set forth on Schedule 4.25 hereto, (b) the extent such post-petition perfection is expressly permitted by Bankruptcy Code, valid, nonavoidable and enforeceable Liens existing as of the Petition Date, but perfected after the Petition Date as set forth on Schedule 4.25, (c) claims of the lenders and agents under the Existing DIP Credit Agreement to the Existing DIP Credit Agreement Reserve Amount, and (d) the Carve-Out. (ciii) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant Pursuant to section 364(c)(3clause (c)(1) of Section 364 of the Bankruptcy Code, the Interim Financing DIP Order, the Final DIP Order, the Canadian Interim Order and the Canadian Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order and the Final Financing Order, all Secured Obligations and all other amounts owing by obligations of the Borrower hereunder and Credit Parties under the other Loan Credit Documents and by Guarantors under the Guaranty in respect thereof at all times will shall constitute allowed super-priority administrative expense claims in the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(bclause (b) of Section 503 or 507(bclause (b) of Section 507 of the Bankruptcy Code Code, subject only to the Carve-Out. (iv) The Interim DIP Order, the Final DIP Order, the Canadian Interim Order and including chapter 7 administrative expenses. The foregoing super-priority administrative claims shall the Canadian Final Order and the transactions contemplated hereby and thereby, are in full force and effect and have not be paid from been vacated, reversed, modified, amended or stayed without the Avoidance Actionsprior written consent of Requisite Lenders.

Secured, Super-Priority Obligations. (a) On and after (i) the entry of the Interim Financing Order with respect to the Interim Loans and (ii) the entry of the Final Financing Order with respect to all LoansClosing Date, the provisions of the Loan Documents and the Interim Financing Order or Final Financing Order, as the case may be, are effective to create in favor of the Administrative Agent for the ratable benefit of the LendersLender, legal, valid and perfected Liens on and security interests (having the priority provided for herein and in the Interim Financing Order and Final Financing Order) in all right, title and interest in the Collateral, enforceable against each Grantor that owns interest in such Collateral. (b) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(2) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, by a first priority perfected security interest in and Lien on, and mortgage against, all of the Collateral and all Proceeds, rents and products of all of the foregoing and all distributions thereon that are unencumbered as of the date hereof. (c) All Obligations and all other amounts owing by the Borrower hereunder and under the other Loan Documents and by the Guarantors under the Guaranty in respect thereof will be secured pursuant to section 364(c)(3) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, by a perfected junior security interest in and Lien on, and mortgage against, all of the Collateral that is subject to the Permitted Liens. (d) Pursuant to section 364(c)(1) of the Bankruptcy Code, the Interim Financing Order Code and the Final Financing Order, all Obligations and other amounts owing by the Borrower hereunder and under the other Loan Documents and by Guarantors under the Guaranty in respect thereof at all times will constitute allowed super-priority administrative expense claims in the Reorganization Cases having priority over all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code and including chapter 7 administrative expenses. The Code, provided, however, that the foregoing super-priority administrative claims (i) shall be subordinated to the Wind-Down Costs only to the extent of the Wind Down Funds and (ii) shall not be paid from the Avoidance Actions.