Obligations shall
constitute, in accordance with Section 364(c)(1) of the Bankruptcy Code, claims
against each Grantor in its Case that are administrative expense claims having
priority over any and all administrative expenses of the kind specified in
Sections 503(b) or 507(b) of the Bankruptcy Code, subject only to the Carve-Out.
9
SECTION 3.04.
Modifications.
(A)
THE LIENS, LIEN PRIORITY, ADMINISTRATIVE
PRIORITIES AND OTHER RIGHTS AND REMEDIES GRANTED TO THE COLLATERAL AGENT
PURSUANT TO THIS AGREEMENT AND THE FINANCING ORDERS (INCLUDING THE EXISTENCE,
PERFECTION AND PRIORITY OF THE LIENS PROVIDED HEREIN AND THEREIN AND THE
ADMINISTRATIVE PRIORITY PROVIDED HEREIN AND THEREIN) SHALL NOT BE MODIFIED,
ALTERED OR IMPAIRED IN ANY MANNER BY ANY OTHER FINANCING OR EXTENSION OF CREDIT
OR INCURRENCE OF ANY INDEBTEDNESS BY ANY OF THE GRANTORS (PURSUANT TO
SECTION 364 OF THE BANKRUPTCY CODE OR OTHERWISE), OR BY ANY DISMISSAL OR
CONVERSION OF ANY CASE, OR BY ANY OTHER ACT OR OMISSION WHATSOEVER.
WITHOUT
LIMITATION, NOTWITHSTANDING ANY SUCH ORDER, FINANCING, EXTENSION, INCURRENCE,
DISMISSAL, CONVERSION, ACT OR OMISSION:
(1)
EXCEPT FOR THE CARVE-OUT HAVING PRIORITY
OVER THE OBLIGATIONS, NO COSTS OR EXPENSES OF ADMINISTRATION THAT HAVE BEEN OR
MAY BE INCURRED IN ANY OF THE CASES OR ANY CONVERSION OF THE SAME OR IN ANY
OTHER PROCEEDINGS RELATED THERETO, AND NO PRIORITY CLAIMS, ARE OR SHALL BE PRIOR
TO OR ON A PARITY WITH ANY CLAIM OF THE SECURED CREDITORS AGAINST THE GRANTORS
IN RESPECT OF ANY OBLIGATION;
(2)
THE LIENS GRANTED HEREIN AND IN THE ORDERS
SHALL CONSTITUTE VALID AND PERFECTED FIRST PRIORITY LIENS AND SECURITY INTERESTS
AND SHALL BE PRIOR TO ALL OTHER LIENS, NOW EXISTING OR HEREAFTER ARISING, IN
FAVOR OF ANY OTHER CREDITOR OR ANY OTHER PERSON WHATSOEVER (SUBJECT ONLY TO
(A) VALID, PERFECTED, NONAVOIDABLE AND ENFORCEABLE LIENS EXISTING AS OF THE
PETITION DATE, (B) THE EXTENT SUCH POSTPETITION PERFECTION IS EXPRESSLY
PERMITTED BY THE BANKRUPTCY CODE, VALID, NONAVOIDABLE AND ENFORCEABLE LIENS
EXISTING AS OF THE PETITION DATE, BUT PERFECTED AFTER THE PETITION DATE, AND
(C) THE CARVE-OUT);
(3)
THE LIENS GRANTED HEREUNDER SHALL
CONSTITUTE VALID AND PERFECTED WITHOUT THE NECESSITY THAT FINANCING STATEMENTS
BE FILED OR THAT ANY OTHER ACTION BE TAKEN UNDER APPLICABLE NONBANKRUPTCY LAW;
AND
(4)
NOTWITHSTANDING ANY FAILURE ON THE PART OF
ANY CREDIT PARTY OR THE SECURED CREDITORS TO PERFECT, MAINTAIN, PROTECT OR
ENFORCE THE LIENS IN THE COLLATERAL GRANTED HEREUNDER, THE FINANCING ORDERS
SHALL, AUTOMATICALLY AND WITHOUT FURTHER ACTION BY ANY PERSON, PERFECT SUCH
LIENS AGAINST THE COLLATERAL.
SECTION 3.05.
Without limiting the foregoing, the Collateral
Agent is hereby authorized to file one or more financing statements (including
fixture filings), continuation statements, filings with the United States Patent
and Trademark Office, United States Copyright Office or other documents for the
purpose of perfecting, confirming, continuing, enforcing or protecting the
Security Interests granted by each Grantor, without the signature of any
Grantor, and naming any Grantor or the Grantors as debtors and the Collateral
Agent as secured party.
SECTION 3.06.
No Assumption of Liability.
The Security
Interests are granted