Common use of Superpriority Claims and Collateral Security Clause in Contracts

Superpriority Claims and Collateral Security. (a) Each of the Borrowers hereby represents, warrants and covenants that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the Interim Order or the Final Order, whichever first occurs: (i) shall at all times constitute a Superpriority Claim in the Case of the Borrowers having priority, pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out), over the other Superpriority Claim granted as adequate protection in respect of the Prepetition Lenders and any other claims of any entity, including without limitation any claims under Sections 105, 326, 328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law) 1113 and 1114 of the Bankruptcy Code, and shall at all times be senior to the rights of the Borrowers, any successor trustee to the extent permitted by law, or any other creditor in the Case; (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code and the Security Documents, shall at all times be secured by (A) a first priority perfected Lien on (1) all presently owned and hereafter acquired assets of the Borrowers and their estates, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of the foregoing (including insurance proceeds), (2) proceeds of any avoidance power claims of the Borrower under Section 549 of the Bankruptcy Code, pursuant to the terms of the Security Documents and the Orders, (3) proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code, (4) any rights under Section 506(c) of the Bankruptcy Code and the proceeds thereof, and (5) any unencumbered assets of the Borrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account no. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted Liens. (b) Such Superpriority Claim referred to in §6.1(a) shall not include Avoidance Actions but shall be subject to the Carve Out. Such Lien shall not extend to Avoidance Actions and shall be subject to the Carve Out, but otherwise shall be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt and all other Liens other than Permitted Prior Liens, entitled to priority under applicable nonbankruptcy law. (c) Each of the Borrowers hereby represents, warrants and covenants that it will cause the Guarantors to grant security interest in all of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition Lenders.

Superpriority Claims and Collateral Security. (a) Each of the Borrowers The Borrower hereby represents, warrants and covenants that, except as otherwise expressly provided in this paragraph, pursuant to the Obligations, upon Interim Order (with respect to the period prior to entry of the Interim Final Order) and upon entry of the Final Order or with respect to the period after entry of the Final Order, whichever first occurs:): (i) the Indebtedness shall at all times constitute a an allowed Superpriority Claim in the Bankruptcy Case of the Borrowers having priority, pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject subordinate only to the Carve Out)Out and shall (A) otherwise have priority over any and all administrative expense claims and unsecured claims against the Borrower or its estate, over the other Superpriority Claim granted as adequate protection in respect at any time existing or arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the Prepetition Lenders and any other claims of any entity, including without limitation any claims under kinds specified in or ordered pursuant to Bankruptcy Code Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b) (except as set forth in the Interim Order), 546(c), 546(d), 726 (to the extent permitted by law) ), 1113 and 1114 1114, and any other provision of the Bankruptcy Code, as provided under Section 364(c)(1) of the Bankruptcy Code and (B) shall at all times be senior to the rights of the BorrowersBorrower and its estate, and any successor trustee or other estate representative to the extent permitted by law, or any other creditor in the Case; (ii) pursuant to Sections Section 364(c)(2) the Liens securing the Indebtedness shall be senior in priority and 364(d) of superior to any Lien on the Bankruptcy Code and the Security DocumentsCollateral, shall at all times be secured by subject only to (A) a first priority perfected Lien on the Carve Out; (1B) all presently owned and hereafter acquired assets of with respect to any Collateral constituting Prepetition Collateral (as defined in the Borrowers and their estates, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of the foregoing (including insurance proceedsInterim Order), the Permitted Prior Liens; and (2C) proceeds of with respect to any avoidance power claims of the Borrower under Collateral not constituting Prepetition Collateral, any Senior Statutory Liens; (iii) pursuant to Section 549 364(c)(3) of the Bankruptcy Code, the Liens securing the Indebtedness shall be secured by a perfected junior lien on Collateral that is subject only to Senior Statutory Liens; and (iv) pursuant to the terms of the Security Documents and the Orders, (3Section 364(d)(1) proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code, the Liens securing the Indebtedness shall be secured by a perfected first priority, senior priming lien on Collateral that secures the Prepetition Obligations (4except to the extent refinanced by the Refinancing Loans as provided for herein) and the collateral securing the Second Lien Notes (collectively, the “Primed Liens”), which senior priming liens securing the Indebtedness shall also prime any rights under Section 506(c) liens granted after the Petition Date to provide adequate protection in respect of any of the Bankruptcy Code and the proceeds thereof, and (5) any unencumbered assets of the Borrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account no. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted Primed Liens. (b) Such Superpriority Claim referred to in §6.1(aSection 13.01(a)(i) shall not include Avoidance Actions but shall be subject to the Carve Out. Such Lien shall not extend referred to Avoidance Actions and in Section 13.01(a) shall be subject to the Carve Out, but otherwise shall be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt Obligations and all other Liens other than Permitted Prior Liens, Liens and Senior Statutory Liens entitled to priority under applicable nonbankruptcy lawlaw (to which the Lien shall be immediately junior in priority under section 364(c)(3) of the Bankruptcy Code). (c) Each The security interests securing the Indebtedness shall not be subject to preservation of any lien under Section 551 of the Borrowers hereby represents, warrants and covenants that it will cause the Guarantors to grant security interest in all of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition LendersBankruptcy Code.

Superpriority Claims and Collateral Security. (a) Each of the The Borrowers hereby representsrepresent, warrants warrant and covenants covenant on a joint and several basis that, except as otherwise expressly provided in this paragraph, all of the Obligations, upon the entry of the Interim Final Order or the Final Order, whichever first occursAmendment: (ia) shall at all times constitute a Superpriority Claim in the Case of the Borrowers having priority, pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out)Code, over the other Superpriority Claim Claims granted as adequate protection in respect of the Prepetition Lenders and any other claims of any entity, including including, without limitation limitation, any claims under Sections 105, 326, 328, 330, 331, 503(a), 503(b)503, 506(c), 507(a)507, 507(b)1113, 546(c), 546(d), 726 (to the extent permitted by law) 1113 and 1114 of the Bankruptcy Code, and shall at all times be senior to the rights of the Borrowers, any successor trustee to the extent permitted by law, or any other creditor in the Case;and (iib) pursuant to Sections 364(c)(2) and (3) and 364(d) of the Bankruptcy Code and the Security Documents, shall at all times be secured by (A) a first priority perfected Lien on (1) in all presently of the assets, whether now owned and or hereafter acquired assets of the Borrowers and their estates, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of the foregoing (including insurance proceeds), (2) proceeds of any avoidance power claims of the Borrower under Section 549 of the Bankruptcy Code, pursuant to the terms of the Security Documents and the Orders, (3) proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code, (4) any rights under Section 506(c) of the Bankruptcy Code and the proceeds thereof, and (5) any unencumbered assets of the Borrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account noDocuments. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted Liens. (b) Such Superpriority Claim referred to in §6.1(a) shall not include Avoidance Actions but shall be subject to the Carve Out. Such Lien shall not extend to Avoidance Actions and shall be subject to the Carve Out, but otherwise such Lien shall be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt and all other Liens other than Permitted Prior Liens, entitled . The Liens securing the Obligations shall not be subject to priority under applicable nonbankruptcy law. (c) Each Section 551 of the Borrowers hereby representsBankruptcy Code, warrants and covenants that it will cause unless the Guarantors transfer avoided was to grant security interest in all of or for the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor benefit of the Prepetition Collateral Agent Agents and the Prepetition Lenders.

Superpriority Claims and Collateral Security. (a) Each of the Borrowers hereby represents, The Borrower warrants and covenants that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the Interim Order or the Final applicable Order, whichever first occursthe Obligations of the Borrower under the Credit Documents: (i) shall at all times constitute a Superpriority Claim in the Bankruptcy Case of the Borrowers Borrower having priority, pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve OutOut and Liens permitted to be equal or superior in priority pursuant to this Agreement), over the other Superpriority Claim granted as adequate protection in respect of the Prepetition Lenders and any other administrative claims of any entity, including including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law) ), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Order, Section 506(c)), and shall at all times be senior to the rights of the BorrowersBorrower, the Borrower’s estates, any successor trustee to the extent permitted by law, or any other creditor in the Bankruptcy Case; (ii) pursuant to Sections 361, 362, 364(c)(2) ), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security DocumentsAgreement, shall at all times be secured by (A) by, and the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority perfected (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) Lien on (1) all presently owned existing and hereafter after acquired real and personal property and other assets of the Borrowers Borrower, tangible and their estatesintangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Borrower, whether owned or consigned by or to, or leased from or to the Borrower and any proceeds and products thereofregardless of where located, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of (A) the foregoing Collateral (including insurance proceedsas defined in the Security Agreement), (2B) proceeds of any all avoidance power claims of the Borrower and actions arising under Section 549 of the Bankruptcy CodeCode relating to postpetition transfers of Collateral and any proceeds thereof, pursuant (C) subject to the terms entry of the Security Documents Order, all avoidance power claims and the Orders, (3) proceeds of avoidance actions under Chapter 5 of the Bankruptcy CodeCode and any proceeds thereof, (4D) any rights under subject to entry of the Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code and the proceeds thereofCode, and (5E) any unencumbered assets of the Borrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account no. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted LiensBorrower. (b) Such Superpriority Claim and Liens referred to in §6.1(aSection 13.01(a) shall not include Avoidance Actions but shall be subject to the Carve Out. Such Lien shall not extend to Avoidance Actions and shall be subject to the Carve Out, but shall otherwise shall be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt Bonds and all other Liens on the assets and properties of the Borrower other than Permitted Prior Liens, Liens permitted under this Agreement and entitled to priority under applicable nonbankruptcy law. (c) Each of the Borrowers hereby represents, warrants and covenants that it will cause the Guarantors to grant security interest in all of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition Lenders.

Superpriority Claims and Collateral Security. (a) Each of Subject to the Borrowers Interim Order or the Final Order, whichever is then in effect, the Borrower hereby represents, warrants and covenants that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the Interim Order or Order, and all of the Obligations upon the entry of the Final Order, whichever first occurs: (ia) shall at all times constitute a Superpriority Claim in the Case of the Borrowers having priority, pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out)Code, over the other Superpriority Claim granted as adequate protection in respect of the Prepetition Lenders and any other claims of any entity, including including, without limitation limitation, any claims under Sections 105, 326, 328, 330, 331, 503(a), 503(b)503, 506(c), 507(a)507, 507(b)1113, 546(c), 546(d), 726 (to the extent permitted by law) 1113 and 1114 of the Bankruptcy Code, and shall at all times be senior to the rights of the Borrowers, any successor trustee to the extent permitted by law, or any other creditor in the Case;and (iib) pursuant to Sections 364(c)(2) and 364(d(3) of the Bankruptcy Code and the Security Documents, shall at all times be secured by (A) a first priority perfected Lien on (1) all presently owned and hereafter acquired assets of the Borrowers and their estates, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of in all of the foregoing (including insurance proceeds)assets, (2) proceeds of any avoidance power claims whether now owned or hereafter acquired of the Borrower under Section 549 of the Bankruptcy Codeand its estates, pursuant to the terms of the Security Documents and the Orders, (3) proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code, (4) any rights under Section 506(c) of the Bankruptcy Code and the proceeds thereof, and (5) any unencumbered assets of the Borrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account noDocuments. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted Liens. (b) Such Superpriority Claim referred to in §6.1(a) shall not include Avoidance Actions but shall be subject to the Carve Out. Such Lien shall not extend to Avoidance Actions and shall be subject to the Carve Out, but otherwise such Lien shall be senior in priority to the adequate protection all other Liens. The Liens securing the Prepetition Lender Debt and all other Liens other than Permitted Prior Liens, entitled Obligations shall not be subject to priority under applicable nonbankruptcy law. (c) Each Section 551 of the Borrowers hereby represents, warrants and covenants that it will cause the Guarantors to grant security interest in all of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition LendersBankruptcy Code.

Superpriority Claims and Collateral Security. (a) Each of the The Borrowers hereby represents, warrants jointly and covenants severally warrant and covenant that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the Interim Order or the Final applicable Order, whichever first occursthe Obligations of any Loan Party under the Loan Documents: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Out), over the other Superpriority Claim granted as adequate protection in respect of the Prepetition Lenders and any other administrative claims of any entity, including including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law) ), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the BorrowersLoan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the CaseChapter 11 Cases; (ii) pursuant to Sections 361, 362, 364(c)(2) ), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security DocumentsAgreements, shall at all times be secured by (A) by, and each Loan Party hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing, valid, binding, enforceable, non-avoidable and automatically properly perfected post-petition security interest and first priority perfected (subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) Lien on (1) all presently owned existing and hereafter after acquired real and personal property and other assets of the Borrowers Borrowers, tangible and their estatesintangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Loan Parties, whether owned or consigned by or to, or leased from or to the Loan Parties and any proceeds and products thereofregardless of where located, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of (A) the foregoing Collateral (including insurance proceedsas defined in the Security Agreements), (2B) proceeds of any all avoidance power claims of the Borrower and actions arising under Section 549 of the Bankruptcy CodeCode relating to postpetition transfers of Collateral and any proceeds thereof, pursuant (C) subject to the terms entry of the Security Documents Final Order, all avoidance power claims and the Orders, (3) proceeds of avoidance actions under Chapter 5 of the Bankruptcy CodeCode and any proceeds thereof, (4D) any rights under subject to entry of the Final Order, the security interest will not be subject to Section 551 of the Bankruptcy Code nor shall Collateral be surcharged pursuant to Section 506(c) of the Bankruptcy Code and the proceeds thereofCode, and (5E) any unencumbered assets of the Borrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account no. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted LiensLoan Parties. (b) Such Superpriority Claim referred to The Borrowers jointly and severally warrant and covenant that, except as otherwise expressly provided in §6.1(a) this Section 8.01, upon the entry of the Recognition Order, the Obligations of the Parent under the Loan Documents shall not include Avoidance Actions but shall at all times be secured by a superpriority charge and senior priming security interest over all of the present and future assets of the Parent with priority over all existing liens and security (subject to the Carve Out. Out and Liens permitted to be equal or superior in priority pursuant to this Agreement). (c) Such Lien shall not extend Superpriority Claim and Liens referred to Avoidance Actions and in Section 8.01(a) shall be subject to the Carve Out, but shall otherwise shall be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt and all other Liens on the assets and properties of the Borrowers other than Permitted Prior LiensLiens permitted under this Agreement, entitled to priority under applicable nonbankruptcy law. (c) Each of the Borrowers hereby represents, warrants and covenants that it will cause the Guarantors to grant security interest in all of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition Lenders.

Superpriority Claims and Collateral Security. (a) Each of The Secured Obligations shall be secured, inter alia, by the Borrowers Collateral described in the Security Instruments and the Financing Orders. (b) The Borrower hereby represents, warrants and covenants that, except as otherwise expressly provided in this paragraph, pursuant to the Obligations, upon Interim Financing Order (with respect to the period prior to entry of the Interim Order or Final Financing Order) and upon entry of the Final Financing Order with respect to the period after entry of the Final Financing Order, whichever first occurs:): (i) the Secured Obligations shall at all times constitute a an allowed Superpriority Claim in the Case against each of the Borrowers having priority, Debtors on a joint and several basis in each Bankruptcy Case pursuant to Sections 364(c)(1) and 507(b507(a) of the Bankruptcy Code (subject subordinate only to the Carve Out)Out Amount and shall (A) otherwise have priority over any and all administrative expense claims and unsecured claims against the Debtors or their estates, over the other Superpriority Claim granted as adequate protection in respect at any time existing or arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the Prepetition Lenders and any other claims of any entity, including without limitation any claims under kinds specified in or ordered pursuant to Bankruptcy Code Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law) 726, 1113 and 1114 1114, and any other provision of the Bankruptcy Code, as provided under Section 364(c)(1) of the Bankruptcy Code and (B) shall at all times be senior to the rights of the Borrowers, any successor trustee to the extent permitted by law, or any other creditor in the Case; (ii) pursuant to Sections 364(c)(2) and 364(d) of the Bankruptcy Code and the Security Documents, shall at all times be secured by (A) a first priority perfected Lien on (1) all presently owned and hereafter acquired assets of the Borrowers Debtors and their estates, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and successor trustee or other fixed assets and proceeds and products of all of the foregoing estate representative; (including insurance proceeds), ii) (2A) proceeds of any avoidance power claims of the Borrower under pursuant to Section 549 364(c)(2) of the Bankruptcy Code, the Secured Obligations shall be secured by the Liens on all Collateral representing Property of the Debtors and their estates that is not subject to a valid, perfected (or subsequently perfected as permitted by Section 546(b) of the Bankruptcy Code) and non-avoidable Lien as of the Petition Date and such Liens shall be senior in priority and superior to any Lien on Collateral representing Property of the Debtors and their estates, subject only to the Carve Out Amount and any Permitted Senior Liens; (B) the Pre-Petition Indebtedness shall be secured by Liens on all Collateral representing Property of the Debtors and shall be senior in priority and superior to any Lien on the Collateral, subject only to (x) the Liens with respect to Property of the Debtors and their estates to the extent set forth in the Financing Orders; (y) the Carve Out Amount with respect to Property of the Debtors and their estates to the extent set forth in the Financing Orders; and (z) with respect to any Collateral constituting Pre-Petition Collateral, the Permitted Senior Liens; and (iv) with respect to any Collateral representing Property of the Debtors and their estates and not constituting Pre-Petition Collateral, any Senior Statutory Liens; (iii) pursuant to the terms of the Security Documents and the Orders, (3Section 364(c)(3) proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code, the Liens securing the Secured Obligations shall be secured by a perfected junior lien on Collateral that is subject only to (4A) any rights under the Carve Out Amount, (B) the Permitted Senior Liens and (C) the Senior Statutory Liens; and (iv) pursuant to Section 506(c364(d)(1) of the Bankruptcy Code and Code, the proceeds thereofLiens securing the Secured Obligations shall be secured by a perfected first priority, and senior priming lien on all DIP Collateral (5as defined in the Interim Financing Order) any unencumbered assets of that also constitutes Pre-Petition Collateral, subject only to the Borrowers(A) Carve Out Amount, and (B) a the Permitted Senior Liens and (C) the Senior Statutory Liens. For the avoidance of doubt, the foregoing senior priming liens shall prime any Lien on all assets Collateral that secures the Prepetition Indebtedness (collectively, the “Primed Liens”), which senior priming liens securing the Indebtedness shall also prime any liens granted after the Petition Date to provide adequate protection in respect of any of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account no. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted Primed Liens. (bc) Such Superpriority Claim referred to in §6.1(aSection 13.01(b)(i) shall not include Avoidance Actions but shall be subject to the Carve OutOut Amount. Such Lien shall not extend referred to Avoidance Actions and in Section 13.01(b)(ii)(A) shall be subject to the Carve OutOut Amount, but otherwise shall be senior in priority to the adequate protection Liens securing the Prepetition Lender Debt Pre-Petition Indebtedness and all other Liens other than Permitted Prior Liens, entitled to priority under applicable nonbankruptcy law. (cd) Each The Liens securing the Obligations shall not be junior to, or pari passu with, any Lien avoided and preserved for the benefit of the Borrowers hereby represents, warrants Debtors and covenants that it will cause the Guarantors their estates pursuant to grant security interest in all Section 551 of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition LendersBankruptcy Code.

Superpriority Claims and Collateral Security. (a) Each of the Borrowers hereby representsThe Borrower and any Loan Party, warrants as applicable, jointly and covenants severally warrant and covenant that, except as otherwise expressly provided in this paragraph, the Obligations, upon the entry of the Interim Order or the Final applicable Order, whichever first occursthe Obligations of any Loan Party under the Loan Documents: (i) shall at all times constitute a Superpriority Claim in the Chapter 11 Case of the Borrowers having priority, pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code (subject only to the Carve Carve-Out), over the other Superpriority Claim granted as adequate protection in respect of the Prepetition Lenders and any other administrative claims of any entity, including including, without limitation any claims under Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law) ), 1113 and 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code (including, subject to entry of the Final Order, Section 506(c)), and shall at all times be senior to the rights of the BorrowersLoan Parties, the Loan Parties’ estates, any successor trustee to the extent permitted by law, or any other creditor in the Chapter 11 Case; (ii) pursuant to Sections 361, 362, 364(c)(2) ), 364(c)(3), and 364(d) of the Bankruptcy Code and the Security DocumentsInstruments, shall at all times be secured by (A) by, and each Borrower hereby grants to the DIP Lender a continuing, valid, binding, enforceable, non- avoidable and automatically properly perfected post-petition security interest and first priority perfected priming (subject to the Carve-Out) Lien on (1) all presently owned and hereafter acquired assets of the Borrowers and their estates, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of the foregoing (including insurance proceeds)Borrower’s existing and after acquired real and personal property and other assets that constitute Collateral hereunder, (2) proceeds of any avoidance power claims tangible and intangible, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Borrower under Section 549 of the Bankruptcy CodeBorrower, pursuant whether owned or consigned by or to, or leased from or to the terms Borrower and regardless of the Security Documents and the Orders, (3) proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code, (4) any rights under Section 506(c) of the Bankruptcy Code and the proceeds thereof, and (5) any unencumbered assets of the Borrowers, and (B) a Lien on all assets of the Borrowers securing other Indebtedness (including without limitation a Lien on the cash collateral established at restricted account no. 910 000 1569 with Bank of America, N.A.), junior only to Prior Permitted Lienswhere located. (b) Such Superpriority Claim and priming Liens referred to in §6.1(a) shall not include Avoidance Actions but Section 9.1 shall be subject to the Carve Out. Such Lien shall not extend to Avoidance Actions and shall be subject to the Carve Carve-Out, but shall otherwise shall be senior in priority to (i) all claims against any Loan Party in the adequate protection Liens securing the Prepetition Lender Debt Chapter 11 Case; and (ii) all other Liens other than Permitted Prior Liens, entitled to priority under applicable nonbankruptcy law. (c) Each on the assets and properties of the Borrowers hereby represents, warrants and covenants that it will cause the Guarantors to grant security interest in all of the presently owned and hereafter acquired assets of the Guarantors, which security interests shall be pari passu with the first priority security interests in favor of the Prepetition Collateral Agent and the Prepetition LendersBorrower.