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<br />Collateral Agent or the Prepetition Collateral Agent to further validate, perfect, preserve and
<br />enforce the DIP Liens and the applicable Adequate Protection Liens, respectively. All such
<br />documents will be deemed to have been recorded and filed as of the Petition Date.
<br />(b) A certified copy of the Interim Order or this Final Order may, in the
<br />discretion of the DIP Collateral Agent or the Prepetition Collateral Agent, as applicable, be filed
<br />with or recorded in filing or recording offices in addition to or in lieu of such financing
<br />statements, mortgages, notices of lien or similar instruments, and all filing offices are hereby
<br />authorized to accept such certified copy of the Interim Order or this Final Order for filing and/or
<br />recording, as applicable. The automatic stay of section 362(a) of the Bankruptcy Code shall be
<br />modified to the extent necessary to permit the DIP Collateral Agent or the Prepetition Collateral
<br />Agent to take all actions, as applicable, referenced in this subparagraph (b) and the immediately
<br />preceding subparagraph (a).
<br />(c) To the extent that any Prepetition Secured Party is the secured party under
<br />any account control agreements, listed as loss payee or additional insured under any of the Credit
<br />Parties' insurance policies or is the secured party under any other agreement, the DIP Collateral
<br />Agent, on behalf of the DIP Secured Parties, is also deemed to be the secured party under such
<br />account control agreements, loss payee or additional insured under the Credit Parties' insurance
<br />policies and the secured party under each such agreement (in any such case with the same
<br />priority of liens and claims thereunder relative to the priority of (x) the Prepetition Liens and
<br />Adequate Protection Liens and (y) the DIP Liens, as set forth herein), and shall have all rights
<br />and powers in each case attendant to that position (including, without limitation, rights of
<br />enforcement, but subject in all respects to the terms of this Final Order), and shall, subject to the
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<br />any liability of the Credit Parties; or (iv) subject orjunior to any intercompany or affiliate liens
<br />or security interests of the Credit Parties.
<br />(b) The occurrence of (a) any Event of Default (under and as defined in the
<br />DIP Credit Agreement) or (b) any violation of any of the terms of this Final Order, shall, after
<br />notice by the DIP Administrative Agent in writing to the Borrower (which may be electronic),
<br />constitute an event of default under this Final Order (each an "Event of Default") and, subject to
<br />the Remedies Notice Period terminate the right of the Credit Parties to use Cash Collateral
<br />pursuant to this Final Order and upon any such Event of Default, interest, including, where
<br />applicable, default interest, shall accrue and be paid es set forth in the DIP Credit Agreement.
<br />Notwithstanding any order that may be entered dismissing any of the Chapter I Cases under
<br />section 1112 of the Bankruptcy Code: (A) the DIP Superpriority Claims, the Adequate Protection
<br />507(b) Claims, the DIP Liens, and the Adequate Protection Liens, and any claims related to the
<br />foregoing, shall continue in full force and effect and shall maintain their priorities as provided in
<br />this Final Order until all DIP Obligations and Adequate Protection shall have been paid in full
<br />(and that such DIP Superpriority Claims, Adequate Protection 507(b) Claims, DIP Liens and
<br />Adequate Protection Liens shall, notwithstanding such dismissal, remain binding on all parties in
<br />interest); (B) the other rights granted by this Final Order shall not be affected; and (C) this Court
<br />shall retain jurisdiction, notwithstanding such dismissal, for the purposes of enforcing the claims,
<br />liens and security interests referred to in this paragraph and otherwise in this Final Order.
<br />(c) If any or all of the provisions of this Final Order are hereafter reversed,
<br />modified, vacated or stayed, such reversal, modification, vacation or stay shall not affect: (i) the
<br />validity, priority or enforceability of any DIP Obligations or Adequate Protection Obligations
<br />terms of this Final Order, act in that capacity and distribute any proceeds recovered or received
<br />in respect of any of the foregoing, first to the payment in full of the DIP Obligations, and
<br />second, to the payment of the Prepetition Debt. In accordance with the terns of this Final Order
<br />and the other DIP Documents, the Prepetition Collateral Agent shall serve as agent for the DIP
<br />Collateral Agent for purposes of perfecting the DIP Collateral Agent's security interests in and
<br />liens on all Collateral that is of a type such that perfection of a security interest therein may he
<br />accomplished only by possession or control by a secured party.
<br />21. Preservation ojRights Granted Under This Final Order.
<br />(a) Other than (i) the Carve -Out, (ii) the Prepetition Permitted Prior Liens,
<br />(iii) Permitted Liens; and (iv) other claims and liens expressly granted by this Final Order, no
<br />claim or lien having a priority superior to or pari passu with those granted by this Final Order to
<br />the DIP Secured Parties or the Prepetition Secured Parties shall be permitted while any of the
<br />DIP Obligations or the Adequate Protection Obligations remain outstanding, and, except as
<br />otherwise expressly provided in paragraphs 10, 18, or 19 of this Final Order, the DIP Liens and
<br />the Adequate Protection Liens shall not be: (i) subject or junior to any lien or security interest
<br />that is avoided and preserved for the benefit of the Credit Parties' estates under section 551 of
<br />the Bankruptcy Code; (ii) subordinated to or made pari passu with any other lien or security
<br />interest, whether under section 364(d) of the Bankruptcy Code or otherwise; (iii) subordinated to
<br />or made part passu with any liens arising after the Petition Date including, without limitation,
<br />any liens or security interests granted in favor of any federal, state, municipal or other domestic
<br />or foreign governmental unit (including any regulatory body), commission, board or court for
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<br />incurred prior to the actual receipt of written notice by the DIP Administrative Agent, the DIP
<br />Collateral Agent, the Prepetition Agent, or the Prepetition Collateral Agent, as applicable, of the
<br />effective date of such reversal, modification, vacation or stay; or fi) the validity, priority or
<br />enforceability of the DIP Liens, the Adequate Protection Liens, the Prepetition Liens or the
<br />Prepetition Debt. Notwithstanding any such reversal, modification, vacation or stay of any use of
<br />Cash Collateral or Prepetition Collateral, any DIP Obligations, DIP Liens, Adequate Protection
<br />Obligations or Adequate Protection Liens incurred by the Credit Parties to the DIP Secured
<br />Parties or the Prepetition Secured Parties, as the case may be, prior to the actual receipt of
<br />written notice by the DIP Administrative Agent, the DIP Collateral Agent, the Prepetition Agent,
<br />or the Prepetition Collateral Agent, as applicable, of the effective date of such reversal,
<br />modification, vacation or stay shall be governed in all respects by the original provisions of this
<br />Final Order, and the DIP Agents, the DIP Lenders and the Prepetition Secured Parties shall he
<br />entitled to all the rights, remedies, privileges and benefits granted in section 364(e) of the
<br />Bankruptcy Code, this Final Order and the DIP Documents with respect to all uses of Cash
<br />Collateral, the DIP Obligations and Adequate Protection.
<br />(d) Except as expressly provided in this Final Order or in the DIP Documents,
<br />the Carve -Out, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, the
<br />Prepetition Liens, the Adequate Protection 507(b) Claim, the Prepetition Debt and the Adequate
<br />Protection and all other rights and remedies of the DIP Secured Parties and the Prepetition
<br />Secured Parties granted by the provisions of this Final Order and the DIP Documents shall
<br />survive, and shall not be modified, impaired or discharged by: (i) the entry of an order converting
<br />any of the Chapter I I Cases to a case under chapter 7, dismissing any of the Chapter 1 I Cases,
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