Common use of Status of Obligations; Perfection and Priority of Security Interests Clause in Contracts

Status of Obligations; Perfection and Priority of Security Interests. (a) Subject to, the Final DIP Order and subject to the Carve-Out in all respects, prior to the Conversion Date, the Obligations: (i) Pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim in the Cases and subject only to the Carve-Out, and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code; (ii) Pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all DIP Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by Section 546(b) of the Bankruptcy Code; (iii) Pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all DIP Collateral to the extent that such DIP Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the “Permitted Prior Liens”); (iv) Pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all DIP Collateral, which Liens shall be senior to the Liens (the “Primed Liens”) securing the Prepetition First Lien Notes, Prepetition Second Lien Notes, Prepetition Credit Agreement and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted pursuant to Section 7.01 that are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or that have priority after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the “Priming Liens”) and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the DIP Collateral Documents. (b) The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens. (c) In accordance with the Final DIP Order, all of the Liens described in this Section 5.19 shall be effective and perfected upon entry of the Final DIP Order, as applicable, without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, financing statements or other similar documents, or possession or control by the Collateral Agent of, or over, any Collateral, as set forth in the Final DIP Order.

Status of Obligations; Perfection and Priority of Security Interests. (a) Subject toThe Secured Obligations are, the Final DIP Order and subject to the Carve-Out in all respects, prior to and the Conversion Date, the ObligationsOrders: (ia) Pursuant pursuant to Section section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed entitled (without the need to file a proof of claim) to a joint and several Superpriority Claim in against the Cases Borrower and subject only to the Carve-Outeach Guarantor, and having with priority over any and all other administrative expensesobligations, diminution claims liabilities and all other priority claims indebtedness against the DebtorsBorrower and each Guarantor, now existing or hereafter arising, of any kind whatsoever, includingincluding on the proceeds of avoidance actions following entry of the Final Order (but not the actions themselves), without limitation, and including any and all other administrative expenses or other claims of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c) (following entry of the Final Order), 507(a507, 546(c), 507(b552(b), 726, 1113 or 1114 of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, whether now in existence or hereafter incurred by the Loan Parties, and shall at all times be senior to the rights of the Borrower and each Guarantor, the Borrower’s and each Guarantor’s estate and any successor trustee, estate representative or any creditor, in any of the Cases or any subsequent cases or proceedings under the Bankruptcy Code (the “Lender Superpriority Claim”), and the Lender Superpriority Claim shall have recourse to and be payable from all prepetition and postpetition assets of the Loan Parties (including, but not limited to, the Collateral but, for the avoidance of doubt, excluding any property over which the creation or granting of such claim would violate any applicable Gaming Laws); such Lender Superpriority Claim in respect of the Revolving Commitments and the Term Loans shall be pari passu; (iib) Pursuant pursuant to Section section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all DIP Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to non-avoidable Liens as of the Petition Filing Date or that and such Liens are perfected as permitted by Section 546(b) without the necessity of the Bankruptcy Codeexecution or filing of mortgages, security agreements, pledge agreements, financing statements or other agreements; (iiic) Pursuant pursuant to Section section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all DIP Collateral (other than Collateral described in Section 3.26(b) or (d), as to which the extent Liens in favor of the Collateral Agent are as described in such sections) that such DIP Collateral is subject to valid, perfected, unavoidable valid and non-avoidable liens as of the Petition Filing Date that were permitted pursuant to the terms of the Prepetition 2012 Credit Agreement or (with respect to statutory Liens) applicable Laws and which were senior to the Liens under the Prepetition 2012 Credit Agreement and that were either perfected as of the Filing Date or liens that were in existence immediately prior subsequently perfected pursuant to the Petition Date that are perfected as permitted by Section section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the “Permitted Prior Liens”); (iv) Pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be which Liens are junior to such valid, perfected and non-avoidable Liens and are perfected without the necessity of the execution or filing of mortgages, security agreements, pledge agreements, financing agreements or other agreements; and (d) pursuant to section 364(d)(1) of the Bankruptcy Code, secured by a valid, binding, continuing, enforceable perfected first priority priority, senior priming Lien on all DIP Collateralof the Collateral (except the ERGG Proceeds) on which (A) Liens were granted as security for the obligations under or in connection with the Prepetition 2012 Credit Agreement, which Prepetition Term Loan Credit Agreement or the Prepetition Second Lien Indenture or (B) Liens shall be senior were granted as of the Filing Date that were not permitted pursuant to the Liens terms of the Prepetition 2012 Credit Agreement or (with respect to statutory liens) applicable law or which were junior to the liens that were granted as security for the obligations under or in connection with the Prepetition Term Loan Credit Agreement, all of which existing liens, rights and interests (the “Primed Liens”) securing shall be primed by and made subject and subordinate to the Prepetition First Lien Notesperfected first priority senior liens to be granted to the Collateral Agent for its and the Secured Parties’ benefit (the “Priming Liens”), Prepetition Second Lien Notes, Prepetition Credit Agreement and any which Priming Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases Filing Date to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted pursuant to Section 7.01 that are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or that have priority after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the “Priming Liens”) and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the DIP Collateral Documents. (b) The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens. (c) In accordance with the Final DIP Order, all of the Liens described in this Section 5.19 shall be effective and perfected upon entry of the Final DIP Order, as applicable, without the necessity of the execution, recordation execution or filing by the Debtors of mortgages, security agreements, control pledge agreements, financing statements or other similar agreements. For the avoidance of doubt, notwithstanding Section 3.26(c), the Priming Liens prime and are senior to the Primed Liens. The priorities set forth above are subject, in each case, only to the Carve-Out. All of the Liens and security interests described in this Section 3.26 shall be effective and perfected as of the date that the Bankruptcy Court enters the Interim Order without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements or other agreements or documents, or possession or control by . The Borrower and the Guarantors shall execute and deliver to the Collateral Agent of, (for recordation or over, any Collateralfiling, as appropriate) such mortgages and pledges (and other security instruments), and be authorized pursuant to the Orders to file such financing statements and other instruments and documents, as shall be advisable (as reasonably determined by Collateral Agent) to evidence and secure the Obligations. The cost of such recordation and filing shall be set forth in the Final DIP OrderApproved Budget.

Status of Obligations; Perfection and Priority of Security Interests. The Obligations are, subject to the Carve Out, the RCT Reclamation Support Carve Out and the Orders: (a) Subject toupon entry of the Interim Order, and pursuant to the Interim Order and the Final DIP Order and subject to the Carve-Out in all respectsOrder, prior to the Conversion Date, the Obligations: (i) Pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim administrative expense claims in the Cases and subject only to the Carve-OutCases, and having priority over any and all other administrative expensesexpense claims, diminution claims claims, unsecured claims, and all other priority claims against each of the DebtorsBorrower, Parent Guarantor and each other Guarantor or their estates, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all other administrative expenses of the kind kinds specified in sections 503(b) and 507(b) of the Bankruptcy Codein, and over any and all other administrative expenses or other claims arising under ordered pursuant to, sections 105, 326, 327, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject only to, and effective upon entry of, the Final Order), 507(a), 507(b), 546(c), 546(d), 726, 1113 or 1113, and 1114 of the Bankruptcy Code; (ii) Pursuant to Section 364(c)(2) , and any other provision of the Bankruptcy CodeCode or otherwise, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all DIP Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by Section 546(bprovided under section 364(c)(1) of the Bankruptcy Code; (iiib) Pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all DIP Collateral to the extent that such DIP Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the “Permitted Prior Liens”); (iv) Pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all DIP Collateral, which Liens shall be senior to the Liens (the “Primed Liens”) securing the Prepetition First Lien Notes, Prepetition Second Lien Notes, Prepetition Credit Agreement and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted pursuant to Section 7.01 that are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or that have priority after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the “Priming Liens”) and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Interim Order and pursuant to the Interim Order and the perfection steps required to be taken under the DIP Collateral Documents. (b) The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens. (c) In accordance with the Final DIP Order, all of the Liens described in this Section 5.19 shall be effective and perfected upon entry of the Final DIP Order, as applicable, without secured by a valid and perfected Lien with the necessity priority provided in Section 14.1(a) on all of the executionCollateral, recordation subject to the Carve Out and the RCT Reclamation Support Carve Out; and (c) notwithstanding the provisions of section 362 of the Bankruptcy Code and subject to the applicable provisions of the Interim Order or filing the Final Order, as applicable, upon the Maturity Date (whether by acceleration or otherwise) of any of the Obligations, the Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations in cash and to enforce the remedies provided for hereunder or under applicable law, without further application to or order by the Debtors Bankruptcy Court, subject to the terms of security agreements, control agreements, financing statements or other similar documents, or possession or control by the Collateral Agent of, or over, any Collateral, as set forth in Credit Documents and the Interim Order and the Final DIP Order.

Status of Obligations; Perfection and Priority of Security Interests. The Obligations are, subject to the Carve Out, the Interim Fee Order and the Final Order: (a) Subject to, upon entry of the Interim Fee Order and the Final DIP Order, and pursuant to the Interim Fee Order and subject to the Carve-Out in all respectsFinal Order, prior to the Conversion Date, the Obligations: (i) Pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim administrative expense claims in the Cases and subject only to the Carve-OutCases, and having priority over any and all other administrative expensesexpense claims, diminution claims claims, unsecured claims, and all other priority claims against each of the DebtorsBorrower and each other Guarantor or their estates, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all other administrative expenses of the kind kinds specified in sections 503(b) and 507(b) of the Bankruptcy Codein, and over any and all other administrative expenses or other claims arising under ordered pursuant to, sections 105, 326, 327, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject only to, and effective upon entry of, the Final Order), 507(a), 507(b), 546(c), 546(d), 726, 1113 or 1113, and 1114 of the Bankruptcy Code; (ii) Pursuant to Section 364(c)(2) , and any other provision of the Bankruptcy CodeCode or otherwise, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all DIP Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by Section 546(bprovided under section 364(c)(1) of the Bankruptcy Code; (iiib) Pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all DIP Collateral to the extent that such DIP Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the “Permitted Prior Liens”); (iv) Pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all DIP Collateral, which Liens shall be senior to the Liens (the “Primed Liens”) securing the Prepetition First Lien Notes, Prepetition Second Lien Notes, Prepetition Credit Agreement and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted pursuant to Section 7.01 that are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or that have priority after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the “Priming Liens”) and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the DIP Collateral Documents. (b) The Priming Liens, (i) shall be subject and junior pursuant to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens. (c) In accordance with the Final DIP Order, all of the Liens described in this Section 5.19 shall be effective and perfected upon entry of the Final DIP Order, as applicable, without secured by a valid and perfected Lien with the necessity priority provided in Section 12.1 on all of the executionCollateral, recordation subject to the Carve Out; and (c) notwithstanding the provisions of section 362 of the Bankruptcy Code and subject to the applicable provisions of the Final Order, upon the Maturity Date (whether by acceleration or filing otherwise) of any of the Obligations, the Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations in cash and to enforce the remedies provided for hereunder or under applicable law, without further application to or order by the Debtors Bankruptcy Court, subject to the terms of security agreements, control agreements, financing statements or other similar documents, or possession or control by the Collateral Agent of, or over, any Collateral, as set forth in Credit Documents and the Final DIP Order.

Status of Obligations; Perfection and Priority of Security Interests. (a) Subject Upon the entry of, and subject to, the Final DIP Order and subject to the Carve-Out in all respects, prior to the Conversion Date, the Obligations: (i) Pursuant pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim in the Cases and subject only to the Carve-Out, and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code; (ii) Pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all DIP Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by Section 546(b) of the Bankruptcy Code; (iii) Pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all DIP Collateral to the extent that such DIP Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the “Permitted Prior Liens”); (iv) Pursuant pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all DIP Collateral, which Liens shall be senior to the Liens (the “Primed Liens”) securing the Prepetition First Lien Notes, Prepetition Second Lien Notes, Prepetition Credit Agreement and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted pursuant to Section 7.01 6.01 that are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or that have priority after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the “Priming Liens”) and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the DIP Collateral Documents. (b) The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens. (c) In accordance with the Final DIP Order, all of the Liens described in this Section 5.19 3.17 shall be effective and perfected upon entry of the Final DIP Order, as applicable, without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, financing statements or other similar documents, or possession or control by the Collateral Agent of, or over, any Collateral, as set forth in the Final DIP Order.

Status of Obligations; Perfection and Priority of Security Interests. (a) Subject to, the Final DIP Order and subject to the Carve-Out in all respects, prior to the Conversion Date, the Obligations: (i) Pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim in the Cases and subject only to the Carve-Out, and having priority over any and all other administrative expenses, diminution claims and all other priority claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all other administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all other administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code; (ii) Pursuant to Section 364(c)(2) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all DIP Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by Section 546(b) of the Bankruptcy Code; (iii) Pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior lien on all DIP Collateral to the extent that such DIP Collateral is subject to valid, perfected, unavoidable liens as of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) of the Bankruptcy Code (in each case other than the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the “Permitted Prior Liens”); (iv) Pursuant to Section 364(d)(l) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all DIP Collateral, which Liens shall be senior to the Liens (the “Primed Liens”) securing the Prepetition First Lien Notes, Prepetition Second Lien Notes, Prepetition Credit Agreement and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed Liens, subject in each case only to (1) Liens permitted pursuant to Section 7.01 that are valid, binding, enforceable, perfected and unavoidable Liens in favor of third parties that were in existence immediately prior to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or that have priority after the Petition Date by operation of Law, (2) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the “Priming Liens”) and with respect to perfection, solely to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the DIP Collateral Documents. (b) The Priming Liens, (i) shall be subject and junior to the Carve-Out in all respects, (ii) shall be junior to Liens that are senior to the Primed Liens (unless such Liens are Liensare themselves Primed Liens), (iii) shall be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens. (c) In accordance with the Final DIP Order, all of the Liens described in this Section 5.19 shall be effective and perfected upon entry of the Final DIP Order, as applicable, without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, financing statements or other similar documents, or possession or control by the Collateral Agent of, or over, any Collateral, as set forth in the Final DIP Order.

Status of Obligations; Perfection and Priority of Security Interests. (a) Subject to, the Final DIP Order and subject to the Carve-Out in all respects, prior to the Conversion Date, the Obligations: (i) Pursuant to Section 364(c)(1) The Obligations of the Bankruptcy CodeTCEH Debtors are, shall at all times constitute an allowed Superpriority Claim in the Cases and subject only to the Carve-Carve Out, the RCT Reclamation Support Carve Out and the DIP Order: (a) upon entry of the DIP Order, allowed administrative expense claims in the Cases, having priority over any and all other administrative expensesexpense claims, diminution claims claims, unsecured claims, and all other priority claims against each of the DebtorsBorrower, Parent Guarantor and each other Guarantor or their estates, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all other administrative expenses of the kind kinds specified in sections 503(b) and 507(b) of the Bankruptcy Codein, and over any and all other administrative expenses or other claims arising under ordered pursuant to, sections 105, 326, 327, 328, 330, 331, 365, 503(a), 503(b), 506(c) (subject only to, and effective upon entry of, the DIP Order), 507(a), 507(b), 546(c), 546(d), 726, 1113 or 1113, and 1114 of the Bankruptcy Code; (ii) Pursuant to Section 364(c)(2) , and any other provision of the Bankruptcy CodeCode or otherwise, shall be secured by a valid, binding, continuing, enforceable perfected first priority lien on all DIP Collateral that is not subject to valid, perfected and unavoidable liens that were in existence immediately prior to the Petition Date or that are perfected as permitted by Section 546(bprovided under section 364(c)(1) of the Bankruptcy Code; (iiib) Pursuant after the entry of, and pursuant to Section 364(c)(3) of the Bankruptcy Codeterms of, shall be the DIP Order, secured by a valid and perfected junior lien Lien with the priority provided in Section 14.1(a) on all DIP of the Collateral of the TCEH Debtors, subject only to the extent that such DIP Collateral is subject to valid, perfected, unavoidable liens as Carve Out and the RCT Reclamation Support Carve Out; and (c) notwithstanding the provisions of the Petition Date or liens that were in existence immediately prior to the Petition Date that are perfected as permitted by Section 546(b) section 362 of the Bankruptcy Code (in each case other than and subject to the Primed Liens, which liens shall be primed by the liens described in clause (iv) below) (such liens, the “Permitted Prior Liens”); (iv) Pursuant to Section 364(d)(l) applicable provisions of the Bankruptcy CodeDIP Order, shall be secured upon the Maturity Date (whether by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all DIP Collateral, which Liens shall be senior to the Liens (the “Primed Liens”acceleration or otherwise) securing the Prepetition First Lien Notes, Prepetition Second Lien Notes, Prepetition Credit Agreement and any Liens to which the Primed Liens are senior or rank pari passu, and which shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens to the extent of any diminution in the value of the collateral of the Primed Liens as provided in the Final DIP Order in respect of any of the Primed LiensObligations, the Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations in cash and to enforce the remedies provided for hereunder or under applicable law, without further application to or order by the Bankruptcy Court, subject in to the terms of the Credit Documents and the DIP Order. (ii) With respect to each case only Credit Party (other than a TCEH Debtor), the Security Documents (other than the DIP Order) taken as a whole are effective to (1) Liens permitted pursuant to Section 7.01 that are valid, binding, enforceable, perfected and unavoidable Liens create in favor of third parties that were in existence immediately prior the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject to the Petition Date and that are not impaired, affected or modified by the Final DIP Order and/or that have priority after the Petition Date by operation of Law, (2Liens permitted hereunder) the Carve-Out and (3) and as otherwise set forth in the Final DIP Order (the “Priming Liens”) Collateral described therein and with respect to perfectionproceeds thereof, solely in each case, to the extent it may be achieved by the entry of the Final DIP Order and the perfection steps required to be taken under the DIP Collateral Security Documents. (b) The Priming Liens, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) shall be subject and junior the Stock described in the Security Agreement that is in the form of securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Stock are delivered to the Carve-Out Collateral Agent along with instruments of transfer in all respectsblank or endorsed to the Collateral Agent, and (ii) all other Collateral constituting personal property described in the Security Agreement, when financing statements and other required filings, agreements and actions in appropriate form are executed and delivered, performed or filed in the appropriate offices, as the case may be, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties (other than a TCEH Debtors) in all Collateral that may be junior to Liens that are senior perfected by filing, recording or registering a financing statement or analogous document and the proceeds thereof (to the Primed Liens (unless extent such Liens are themselves Primed Liens), (iii) shall may be senior to any Liens to which the Primed Liens are senior or rank pari passu, (iv) shall be senior in all respects to the interests of such property perfected by possession of the holders of the obligations in respect of the Primed Liens and (v) shall also be senior to any Liens granted after the Petition Date to provide adequate protection in respect of the Primed Liens. (c) In accordance with the Final DIP Order, all of the Liens described in this Section 5.19 shall be effective and perfected upon entry of the Final DIP Order, as applicable, without the necessity of the execution, recordation or filing by the Debtors of security agreements, control agreements, financing statements or other similar documents, or possession or control Certificated Securities by the Collateral Agent ofor such filings, agreements or overother actions or perfection is otherwise required by the terms of any Credit Document), any Collateralin each case, to the extent required under the Security Documents, as set forth security for the Obligations, in each case prior and superior in right to any other Person (except, in the Final DIP Ordercase of Liens permitted hereunder).