2021-03-09_GENERAL DOCUMENTS - C1980004 (7)

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sem a M ii a 1-MkMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - to a valid, properly perfected lien of the Prepetition Secured Parties as of the Petition Date ("Unencumbered Commercial Tort Claims")) in accordance with the DIP Credit Agreement and this Final Order, subject only to 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 Order or any provision thereof, or this Final Order or any provision hereof, is vacated, reversed or modified, on appeal or otherwise. Subject to the Carve -Out in all respects, the DIP Superpriority Claims shall be senior to the Adequate Protection 507(b) Claims (as defined below). 12. DIP Liens. (a) DIP Liens. As security for the DIP Obligations, effective and perfected upon the date of the Interim Order and without the necessity of the execution, recordation or filing by the Credit Parties or the DIP Collateral Agent of mortgages, security agreements, control agreements, pledge agreements, financing statements or other similar documents, any notation of certificates of title for a titled good or the possession or control by the DIP Collateral Agent of, or over, any DIP Collateral, or any other action, the following security interests and liens (all such liens and security interests granted to the DIP Collateral Agent, for its benefit and for the benefit of the DIP Lenders, pursuant to this Final Order and the DIP Documents (as defined in the Motion), the "DIP Liens") are hereby granted to the DIP Collateral Agent for its own benefit and the benefit of the DIP Lenders (all property identified in clauses (i)-(iii) below being collectively referred to as the "DIP Collateral'): (i) Liens on Unencumbered Property. Subject and subordinate in all respects to the Carve -Out, pursuant to section 364(c)(2) of the Bankruptcy Code, a valid, 29 NY 78179867 4844-7341-8439.2 NY 78179867