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sem a M ii a :MMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D -
<br />binding, continuing, enforceable, fully -perfected first priority senior security interest in
<br />and lien upon all tangible and intangible pre- and postpetition property of the Credit
<br />Parties, whether existing on the Petition Date or thereafter acquired, and the proceeds,
<br />products, rents, and profits thereof, that, on or as of the Petition Date, is not subject to a
<br />valid, perfected and non -avoidable lien or is subject to a valid and non -avoidable lien in
<br />existence as of the Petition Date that is perfected subsequent to the Petition Date as
<br />permitted by section 546(b) of the Bankruptcy Code, including, without limitation, any
<br />and all unencumbered cash of the Credit Parties (whether maintained with the DIP
<br />Collateral Agent or otherwise) and any investment of such cash, inventory, accounts
<br />receivable, other rights to payment whether arising before or after the Petition Date,
<br />contracts, properties, plants, fixtures, machinery, equipment, general intangibles,
<br />documents, instruments, securities, chattel paper, interests in leaseholds, real properties,
<br />deposit accounts, patents, copyrights, trademarks, trade names, rights under license
<br />agreements and other intellectual property, capital stock of subsidiaries, wherever
<br />located, and the proceeds, products, rents and profits of the foregoing, whether arising
<br />under section 552(b) of the Bankruptcy Code or otherwise, of all the foregoing (the
<br />"Unencumbered Property"), in each case other than the Avoidance Actions, Avoidance
<br />Proceeds and Unencumbered Commercial Tort Claims, but in each case subject and
<br />subordinate in all respects to the Carve -Out;
<br />(ii) Liens Priming Certain Prepetition Secured Parties' Liens. Pursuant
<br />to section 364(d)(1) of the Bankruptcy Code, and subject and subordinate in all respects
<br />to the Carve -Out, a valid, binding, continuing, enforceable, fully -perfected first priority
<br />30
<br />NY 78179867
<br />4844-7341-8439.2
<br />NY 78179867
<br />
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