2016-04-25_GENERAL DOCUMENTS - C1992081 (19)

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Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document Pg 10 of 71 Petition Guarantors including, without limitation, Cash Collateral (such liens and security interests in the Senior Collateral, collectively, the "Pre -Petition Lender Security Interests"); provided that, for the avoidance of doubt, the Pre -Petition Lender Security Interests do not extend to any "Excluded Assets" as such term is defined in the Existing Credit Documents; and (ii) the Borrower is indebted to the Second Lien Secured Parties in the aggregate principal amount of $1,000,000,000 (plus accrued and unpaid interest thereon and fees, expenses (including any attorneys', accountants', appraisers' and financial advisors' fees that are chargeable or reimbursable under the Existing Credit Documents), amounts, charges, costs, indemnities and other obligations incurred in connection therewith as provided in the Existing Second Lien Indenture Documents) in respect of the Second Lien Notes (the "Second Lien Notes Debt" and, together with the Pre -Petition First Lien Debt, the "Stipulated Debt"), which Second Lien Notes Debt is guaranteed on a joint and several basis by all of the Pre -Petition Guarantors under the terms of the applicable Existing Second Lien Indenture Documents and secured, subject to the "Principal Property Cap" and "Residual Second Lien Principal Property Cap Amount" (in each case, as defined in the Second Lien Notes Indenture) where applicable, by liens on and security interests in the Second Priority Collateral (as defined in the ICA and, together with the Senior Collateral, the "Pre -Petition Collateral") of the Debtors, including, without limitation, Cash Collateral (collectively, the "Second Lien Notes Security Interests" and, together with the Pre -Petition Lender Security Interest, the "Stipulated Security Interests"); provided that, for the avoidance of 10