Common use of Security and Priority Clause in Contracts

Security and Priority. The obligations of the Borrowers under the DIP Facility and the obligations of each Guarantor in respect of its guarantee of all of the foregoing shall, subject to the Carve-Out (as defined below), at all times: (a) be entitled to superpriority administrative expense claim status in the Case of such Loan Party (the “DIP Superpriority Claims”); (b) be secured by a perfected first priority security interest and lien on the Collateral of each Loan Party to the extent such Collateral is not subject to valid, perfected and non-avoidable liens as of the Petition Date (subject to customary exclusions and excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that notwithstanding such exclusion of Avoidance Actions, upon entry of the Final DIP Order, to the extent approved by the Bankruptcy Court, such lien shall attach to any proceeds of Avoidance Actions); (c) except as otherwise provided in the immediately following clause (d) be secured by a junior perfected security interest and lien on the Collateral of each Loan Party to the extent that such Collateral is subject to valid, perfected and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition Credit Agreement, or to valid and unavoidable permitted liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (other than the existing liens that secure obligations of the applicable Loan Party under or governed by the Prepetition Credit Agreement, which existing liens will be primed by the liens described in clause (d) below), subject as to priority to such liens in favor of such third parties; and (d) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected priming security interest and lien on the Collateral of each Loan Party (such lien and security interest, the “Priming Liens”) to the extent that Collateral is subject to existing liens that secure the obligations of the applicable Loan Party under the Prepetition Credit Agreement (the “Primed Liens”). The Priming Liens (x) shall be senior in all respects to the interests in such property of the Prepetition Secured Lenders under the Prepetition Credit Facilities (the “Primed Parties”) and (y) shall also be senior to any liens granted to provide Adequate Protection in respect of any of the Primed Liens. All of the liens described above shall be effective and perfected upon entry of the Interim DIP Order. “Collateral” means all owned or hereafter acquired assets and property of the Loan Parties (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries), and the proceeds thereof, subject to exclusions based on the Prepetition Credit Facilities with modifications to be agreed that are customary for facilities of this type, and excluding Avoidance Actions and, prior to entry of the Final DIP Order, proceeds of Avoidance Actions.

Security and Priority. The obligations Payment in Full of all Obligations, will be secured as provided in the Collateral Documents. Each DIP Secured Party, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents as the same may be in effect or may be amended from time to time in accordance with their respective terms. Each of the Borrowers under consents and agrees to be bound by the terms of the Collateral Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. Each of the Borrowers will take any and all actions required by the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Collateral Agent for the benefit of the DIP Facility and Secured Parties with the obligations of each Guarantor in respect of its guarantee of all of the foregoing shall, subject to the Carve-Out (as defined Lien priority required below), at all times: . (a) be entitled The Liens on the Collateral (for the avoidance of doubt, the Collateral shall not include any Excluded Assets or other assets excluded under Section 2.2 of the Pledge and Security Agreement) consist of: (i) pursuant to superpriority administrative expense claim status in section 364(c)(2) of the Case of such Loan Party (the “DIP Superpriority Claims”); (b) be secured by Bankruptcy Code, a valid, binding, continuing, enforceable, fully perfected first priority security interest and lien Lien on all Collateral that, as of the Collateral of each Loan Party to the extent such Collateral is Petition Date, was not subject to a valid, perfected and non-avoidable liens as of the Petition Date Lien (subject to customary exclusions and excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that notwithstanding such exclusion of Avoidance Actions, upon entry of the Final DIP Order, to the extent approved by the Bankruptcy Court, such lien shall attach to any proceeds of Avoidance Actions); (c) except as otherwise provided in the immediately following clause (d) be secured by a junior perfected security interest and lien on the Collateral of each Loan Party to the extent that such Collateral is subject to valid, perfected and unavoidable including valid liens in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition Credit Agreement, or to valid and unavoidable permitted liens in favor of third parties that were in existence immediately prior to on the Petition Date that were are perfected subsequent to after the Petition Date as permitted by Section section 546(b) of the Bankruptcy Code (other than the existing liens that secure obligations of “Permitted Priority Liens”)) and the applicable Loan Party proceeds (as defined under or governed by the Prepetition Credit Agreement, which existing liens will be primed by the liens described in clause UCC) thereof; and (d) below), subject as to priority to such liens in favor of such third parties; and (dii) pursuant to Section 364(d)(1section 364(c)(3) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully perfected junior security interest and Lien on all Collateral, which shall be junior to any Permitted Priority Liens. (b) Pursuant to the terms of the DIP Financing Orders, all Obligations under this Agreement shall (i) pursuant to section 364(c)(1) of the Bankruptcy Code, be secured by a perfected priming security interest and lien entitled to Super-priority Claim status in the Chapter 11 Case of each Borrower (together with the Liens on the Collateral of each Loan Party (such lien and security interestCollateral, the “Priming Liens”) to the extent that Collateral is subject to existing liens that secure the obligations of the applicable Loan Party under the Prepetition Credit Agreement (the “Primed LiensDIP Protections”). The Priming Liens (x) , which shall be senior in to all respects other administrative expense claims and unsecured claims now existing or hereafter arising under the Bankruptcy Code, subject only to the interests in such property terms of the Prepetition Secured Lenders under DIP Financing Orders and subject and subordinate in priority of payment only to prior payment of the Prepetition Credit Facilities (the “Primed Parties”) Carve-Out and (yii) shall also not be senior to any liens granted to provide Adequate Protection in respect of any of the Primed Liens. All of the liens described above shall be effective and perfected upon entry of the Interim DIP Order. “Collateral” means all owned or hereafter acquired assets and property of the Loan Parties (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries), and the proceeds thereof, subject to exclusions based on the Prepetition Credit Facilities with modifications equitable doctrine of marshaling. (c) Subject to be agreed that are customary for facilities of this type, and excluding Avoidance Actions and, prior to the entry of the Final DIP Financing Order, proceeds the DIP Protections shall not be subject to any rights, claims, charges or Liens arising under section 506(c) of Avoidance Actionsthe Bankruptcy Code. The DIP Protections shall survive any conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or the dismissal of any of the Chapter 11 Cases. (d) The Administrative Agent (at the direction of the Lenders) shall be entitled to challenge the amount, validity and perfection of any Lien or security interest filed against any Borrower that relates to the Collateral that purports to be senior to any Lien thereon, including, but not limited to, any Lien or security interest that, if found to be valid, enforceable, non-revocable and perfected, would constitute a Permitted Priority Lien.

Security and Priority. The obligations of the Borrowers under the DIP Facility and the obligations of each Guarantor in respect of its guarantee of all of the foregoing shall, subject to the Carve-Out (as defined below), at all times: (a) be entitled to superpriority administrative expense claim status in the Case of such Loan Party (the “DIP Superpriority Claims”); (b) be secured by a perfected first priority security interest and lien on the Collateral of each Loan Party to the extent such Collateral is not subject to valid, perfected and non-avoidable liens as of the Petition Date (subject to customary exclusions and excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that notwithstanding such exclusion of Avoidance Actions, upon entry of the Final DIP Order, to the extent approved by the Bankruptcy Court, such lien shall attach to any proceeds of Avoidance Actions); (c) except as otherwise provided in the immediately following clause (d) be secured by a junior perfected security interest and lien on the Collateral of each Loan Party to the extent that such Collateral is subject to valid, perfected and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition Credit Agreement, or to valid and unavoidable permitted liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (other than the existing liens that secure obligations of the applicable Loan Party under or governed by the Prepetition Credit Agreement, which existing liens will be primed by the liens described in clause (d) below), subject as to priority to such liens in favor of such third parties; and (d) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected priming security interest and lien on the Collateral of each Loan Party (such lien and security interest, the “Priming Liens”) to the extent that Collateral is subject to existing liens that secure the obligations of the applicable Loan Party under the Prepetition Credit Agreement (the “Primed Liens”). The Priming Liens (x) shall be senior in all respects to the interests in such property of the Prepetition Secured Lenders under the Prepetition Credit Facilities (the “Primed Parties”) and (y) shall also be senior to any liens granted to provide Adequate Protection in respect of any of the Primed Liens. All of the liens described above shall be effective and perfected upon entry of the Interim DIP Order. “Collateral” means all owned or hereafter acquired assets and property of the Loan Parties (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries), and the proceeds thereof, subject to exclusions based on the Prepetition Credit Facilities with modifications to be agreed that are customary for facilities of this type, and excluding Avoidance Actions and, prior to entry of the Final DIP Order, proceeds of Avoidance Actions.

Security and Priority. The obligations Subject to entry and the terms of the Borrowers under Interim Financing Order (or the DIP Facility and Final Financing Order, when applicable) including, the obligations of each Guarantor in respect of its guarantee of Post-Petition Intercreditor Arrangements all of the foregoing Obligations of each Debtor Loan Party shall, subject to the Carve-Out (as defined below)Out, at all times: : (a) be entitled Pursuant to section 364(c)(1) of the Bankruptcy Code, constitute allowed superpriority administrative expense claim status claims against the Debtor Loan Parties (without the need to file any proof of claim) with priority over any and all claims against the Debtor Loan Parties, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Case Bankruptcy Code and any and all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 363, 365, 503(a), 503(b), 506(c) (upon entry of the Final Financing Order, to the extent therein approved), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code (including any adequate protection obligations), whether or not such Loan Party expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed claims (the “DIP Superpriority Claims”) shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which DIP Superpriority Claims shall be payable from and have recourse to all pre- and postpetition property, whether existing on the Petition Date or thereafter acquired, of the Debtor Loan Parties and all proceeds thereof (excluding Avoidance Actions but including, effective upon entry of the Final Financing Order, the proceeds of any Avoidance Actions); , subject only to the Liens thereon and the Carve-Out. The DIP Superpriority Claims shall be entitled to the full protection of section 364(e) of the Bankruptcy Code in the event that the Interim Financing Order (or, after entry thereof, the Final Financing Order) or any provision thereof is vacated, reversed, amended or otherwise modified, on appeal or otherwise. (b) Pursuant to Section 364(c)(2) of the Bankruptcy Code and the Security Documents, be secured by a perfected first priority valid, binding, perfected, continuing, enforceable, non-avoidable First Priority security interest and lien Lien on the Collateral of each Debtor Loan Party (i) to the extent such Collateral is not subject to valid, enforceable, perfected and non-avoidable liens Liens as of the Petition Date and (subject to customary exclusions and ii) excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 548, 550 and 550 553 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that that, notwithstanding such exclusion of Avoidance Actions, upon entry of the Final DIP Order, to the extent approved by the Bankruptcy Court, Financing Order such lien Lien shall attach to any the proceeds of any Avoidance Actions); . (c) except as otherwise provided in Pursuant to Sections 364(c)(3) and 364(d)(1) of the immediately following clause (d) Bankruptcy Code and the Security Documents, be secured by a junior perfected valid, binding, perfected, continuing, enforceable, non-avoidable security interest and lien Lien on the all other Collateral of each Debtor Loan Party (excluding Avoidance Actions (it being understood that, notwithstanding such exclusion, upon entry of the Final Financing Order, such Liens shall also attach to the extent that proceeds of any Avoidance Actions)), which security interests and Liens on such Collateral is shall in each case be (i) senior to and prime all other Liens and security interests (other than liens and security interests identified in subclause (ii) below) in the Debtor Loan Parties’ Collateral, including, without limitation any existing Liens on any Collateral that secured the Prepetition Obligations, and (ii) subject to (1) any valid, binding, enforceable, perfected and unavoidable liens Liens in favor of third parties that were (x) in existence immediately prior to the Petition Date and permitted under the Prepetition Credit AgreementDate, or to valid and unavoidable permitted liens in favor of third parties that were in existence immediately prior to the Petition Date that were (y) perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (other than the existing liens that secure obligations of the applicable Loan Party under or governed by the Prepetition Credit Agreement, which existing liens will be primed by the liens described in clause (d) below), subject as to priority to such liens in favor of such third parties; and (d) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected priming security interest and lien on the Collateral of but in each Loan Party (such lien and security interestcase, the “Priming Liens”) solely to the extent that Collateral is subject such Liens and security interests of such third parties are, as of the Petition Date, senior to existing liens that secure the obligations Prepetition First Priority Liens (as defined in the Financing Orders) and Prepetition Second Priority Liens (as defined in the Financing Orders), and were permitted by the terms of the applicable Prepetition Loan Party under Documents and (2) any other Permitted Prior Liens on such Collateral. Notwithstanding anything to the contrary in this Section 2.17, (i) the relative priorities of the Liens securing the Term Loan Obligations, on the one hand, and the Liens securing the Prepetition Credit Agreement Obligations (including any adequate protection Liens and claims) and/or the “Primed Liens”). The Priming Liens (x) L/C Facility Obligations, on the other hand, solely as between them, shall be senior subject in all respects to any applicable intercreditor provisions set forth in the interests in such property of Financing Orders (including the Prepetition Secured Lenders under the Prepetition Credit Facilities (the “Primed Parties”) and (y) shall also be senior to any liens granted to provide Adequate Protection in respect of any of the Primed Liens. All of the liens described above shall be effective and perfected upon entry of the Interim DIP Order. “Collateral” means all owned or hereafter acquired assets and property of the Loan Parties (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiariesPost-Petition Intercreditor Arrangements), and (ii) any provisions in this Section 2.17 shall not limit the proceeds thereof, subject to exclusions based on the Prepetition Credit Facilities with modifications to be agreed that are customary for facilities of this type, rights and excluding Avoidance Actions and, prior to entry remedies of the Final DIP Order, proceeds of Avoidance ActionsSecured Parties under the Loan Documents to the extent such Liens are not permitted by Section 7.01.

Security and Priority. The obligations Subject only to the Carve-Out and any valid, enforceable, perfected and non-avoidable security interests in existence as of the Borrowers under date of filing the Cases (the “Petition Date”) that are senior to the Pre-Petition First Priority Liens (after giving effect to any applicable intercreditor or subordination agreement) and if not permitted by Section 7.01 of the Pre-Petition Credit Agreement, acceptable to the Administrative Agent (the “Pre-Petition Permitted Encumbrances”), to secure all DIP Obligations, the Administrative Agent, on behalf of itself and the DIP Facility Lenders, will receive, pursuant to Section 364(c)(2), Section 364(c)(3) and the obligations of each Guarantor in respect of its guarantee of all Section 364(d) of the foregoing shallBankruptcy Code, through the DIP Loan Documents, Interim Order and Final Order, a fully perfected, first priority security interest (the “DIP Liens”) in the DIP Collateral (as defined in the DIP Loan Documents and subject to customary exclusions, including that pledges of shares in foreign subsidiaries shall be limited to 65% of the voting shares and 100% of the non-voting shares of first tier foreign subsidiaries). Pursuant to Section 364(d) of the Bankruptcy Code, the DIP Liens shall have priority, subject to the Carve-Out Out, over (as defined below), at i) any and all times: liens and security interests securing the Pre-Petition Credit Obligations and (aii) be entitled to superpriority administrative expense claim status in the Case any and all other pre-petition and post-petition liens and security interests of such Loan Party (the “DIP Superpriority Claims”); (b) be secured by a perfected first priority security interest and lien on the Collateral of each Loan Party to the extent such Collateral is not subject to valid, perfected and non-avoidable liens as of the Petition Date (subject to customary exclusions and excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that notwithstanding such exclusion of Avoidance Actions, upon entry of the Final DIP Order, to the extent approved by the Bankruptcy Court, such lien shall attach to any proceeds of Avoidance Actions); (c) except as otherwise provided in the immediately following clause (d) be secured by a junior perfected security interest and lien on the Collateral of each Loan Party to the extent that such Collateral is subject to valid, perfected and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition Credit Agreement, or to valid and unavoidable permitted liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (creditor other than the existing Pre-Petition Permitted Encumbrances and such other customary and other post-petition liens that secure obligations of the applicable Loan Party under or governed by the Prepetition Credit Agreement, which existing liens to be agreed. The DIP Obligations will be primed by the liens described in clause (d) below), subject as to priority to such liens in favor of such third parties; and (d) also have superpriority administrative claim status pursuant to Section 364(d)(1364(c)(1) of the Bankruptcy Code, be secured by a perfected priming security interest with priority over any and lien on the Collateral all other costs and expenses of each Loan Party (such lien and security interest, the “Priming Liens”) to the extent that Collateral is subject to existing liens that secure the obligations of the applicable Loan Party under the Prepetition Credit Agreement (the “Primed Liens”). The Priming Liens (x) shall be senior in all respects to the interests in such property of the Prepetition Secured Lenders under the Prepetition Credit Facilities (the “Primed Parties”) and (y) shall also be senior to any liens granted to provide Adequate Protection in respect administration of any of the Primed Liens. All of the liens described above shall be effective and perfected upon entry of the Interim DIP Order. “Collateral” means all owned kind, including those specified in, or hereafter acquired assets and property of the Loan Parties (includingordered pursuant to, without limitationsections 105, inventory326, accounts receivable328, property330, plant331, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries503(b), and the proceeds thereof, 506(c) (subject to exclusions based on the Prepetition Credit Facilities with modifications to be agreed that are customary for facilities of this type, and excluding Avoidance Actions and, prior to entry of the Final Order), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, subject only to the Carve-Out (the “DIP Claims”). Subject to the entry of the Final Order, proceeds the DIP Claims and the adequate protection claims described below shall be payable from, and have recourse to, any avoidance action proceeds. DIP Claims in respect of Avoidance Actionsthe DIP Revolver and LC Obligations shall be senior to DIP Claims in respect of the Roll-Up Obligations pursuant to the Application of Proceeds section of this Term Sheet.

Security and Priority. The obligations of the Borrowers under the DIP Facility and the obligations of each Guarantor in respect of its guarantee of all of the foregoing shall, subject to the Carve-Out (as defined below), at all times: (a) be entitled to superpriority administrative expense claim status in the Case of such Loan Party (the “DIP Superpriority Claims”); (b) be secured by a perfected first priority security interest and lien on the Collateral of each Loan Party to the extent such Collateral is not subject to valid, perfected and non-avoidable liens as of the Petition Date (subject to customary exclusions and excluding claims and causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code (collectively “Avoidance Actions”) (it being understood that notwithstanding such exclusion of Avoidance Actions, upon entry of the Final DIP Order, to the extent approved by the Bankruptcy Court, such lien shall attach to any proceeds of Avoidance Actions); (c) except as otherwise provided in the immediately following clause (d) be secured by a junior perfected security interest and lien on the Collateral of each Loan Party to the extent that such Collateral is subject to valid, perfected and unavoidable liens in favor of third parties that were in existence immediately prior to the Petition Date and permitted under the Prepetition Credit Agreement, or to valid and unavoidable permitted liens in favor of third parties that were in existence immediately prior to the Petition Date that were perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code (other than the existing liens that secure obligations of the applicable Loan Party under or governed by the Prepetition Credit Agreement, which existing liens will be primed by the liens described in clause (d) below), subject as to priority to such liens in favor of such third parties; and (d) pursuant to Section 364(d)(1) of the Bankruptcy Code, be secured by a perfected priming security interest and lien on the Collateral of each Loan Party (such lien and security interest, the “Priming Liens”) to the extent that Collateral is subject to existing liens that secure the obligations of the applicable Loan Party under the Prepetition Credit Agreement (the “Primed Liens”). The Priming Liens (x) shall be senior in all respects to the interests in such property of the Prepetition Secured Lenders under the Prepetition Credit Facilities (the “Primed Parties”) and (y) shall also be senior to any liens granted to provide Adequate Protection in respect of any of the Primed Liens. All of the liens described above shall be effective and perfected upon entry of the Interim DIP Order. “Collateral” means all owned or hereafter acquired assets and property of the Loan Parties (including, without limitation, inventory, accounts receivable, property, plant, equipment, rights under leases and other contracts, patents, copyrights, trademarks, tradenames and other intellectual property and capital stock of subsidiaries), and the proceeds thereof, subject to exclusions based on the Prepetition Credit Facilities with modifications to be agreed that are customary for facilities of this type, and excluding Avoidance Actions and, prior to entry of the Final DIP Order, proceeds of Avoidance Actions.