Common use of Adequate Protection Clause in Contracts

Adequate Protection. Each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for adequate protection or (b) any objection by the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second-Priority AgentExcept to the extent expressly provided in Section 6.1 and this Section 6.9, on behalf nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second-Priority Secured Party, agrees that none of them shall contest (the Creditors represented thereby from seeking or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for requesting adequate protection or (b) any objection by with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event that any Second-Junior Priority Agent, for and on behalf of itself or any applicable Second-of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of any Junior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second-each Junior Priority Agent, for and on behalf of itself or each such Second-and the Junior Priority Secured PartyCreditors represented thereby, agrees that the Senior-each Senior Priority Agents Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second-Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations; (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Creditors represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and all Obligations relating thereto) between or among any applicable Senior Priority Agents, in each case on behalf of itself and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementCreditors represented thereby.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy LawLaw and the Senior Representatives and the other Senior Secured Parties do not object to the adequate protection being provided to the Senior Secured Parties, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. Each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor any First Lien Agent or the Senior Lenders for adequate protection or (b) any objection by the Intercreditor any First Lien Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor such First Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Second Priority Agent, on behalf of itself and any applicable Second-Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second-Second Priority Agent, on behalf of itself or any applicable Second-Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority Agent, on behalf of itself or each such Second-Second Priority Secured Party, agrees that the Senior-Priority First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second-Priority Prior to the occurrence of the Revolving Credit Facility Termination Date, no Term Loan Lender shall be granted any adequate protection in any proceeding under any Debtor Relief Law, provided that, if the Administrative Agent, on behalf for the benefit of itself and each applicable Second-Priority Secured Partythe Revolving Credit Lenders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Revolving Credit Lenders for adequate protection or (b) any objection by the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form consisting of additional collateral replacement Liens on existing Collateral or new Liens on property that is unencumbered or does not constitute Collateral and/or superpriority claims in connection with any DIP Financing debtor-in-possession financing or use of cash collateral, then in connection with any such debtor-in-possession financing or use of cash collateral under Section 363 or Section 364 of Title 11 each of the United States Code or any similar Bankruptcy LawTerm Loan Lenders may, then each Second-Priority Agentas adequate protection, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request accept (and the Administrative Agent and the Revolving Credit Lenders shall not object to) adequate protection in the form consisting solely of a (x) replacement Lien Liens on existing Collateral or new Liens on such additional collateralproperty that is unencumbered or does not constitute Collateral, which Lien is subordinated to the replacement Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated in all respects to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Administrative Agent, for the benefit of itself and the Revolving Credit Lenders, or the Revolving Credit Lenders as and such debtor-in-possession financing and/or (y) superpriority claims junior in all respects to the superpriority claims granted the Administrative Agent, for the benefit of itself and the Revolving Credit Lenders, or the Revolving Credit Lenders; provided, however, that each Term Loan Lender shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, that prior to the occurrence of the Revolving Credit Facility Termination Date any plan of reorganization under the Bankruptcy Code may provide, and any stipulation and/or order granting such adequate protection may similarly provide, that the Term Loan Lenders may receive on account of such junior superpriority claims any combination of cash, debt, equity or other property having a value on the same basis as effective date of such plan equal to the other Liens securing allowed amount of such superpriority claims; provided further that recovery on account of the Second-Priority Claims are so subordinated to such Liens securing Senior superpriority claim received by any Term Loan Lender Claims under this Agreementis subject to, inter alia, Section 11.02.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties.

Adequate Protection. Each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall object or contest (or support any other Person objecting to or contesting) (a) any request by the Intercreditor First-Priority Collateral Agent or the Senior Lenders First-Priority Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor First-Priority Collateral Agent or the Senior Lenders First-Priority Secured Parties to any motion, relief, action or proceeding based on the Intercreditor First-Priority Collateral Agent’s or the Senior LendersFirst-Priority Secured Parties’ claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of the First-Priority Collateral Agent, any First-Priority Representative or any other First-Priority Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provisions of any other Bankruptcy Law. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First-Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority AgentRepresentative, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First-Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims First-Priority Obligations under this Agreement and (ii) in the event any Second-Priority AgentRepresentative, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority AgentRepresentative, on behalf of itself or each such Second-Priority Secured Party, agrees that the SeniorFirst-Priority Agents Representatives shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First-Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First-Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First-Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First-Priority Obligations under this Agreement.

Adequate Protection. Each Second-Priority Agent(a) Subject to Section 6.2, each of the Notes Collateral Agent (on behalf of itself and each applicable Second-Priority Secured Partythe Noteholders) and the Pari Passu Collateral Agent (on behalf of the Pari Passu Lenders), agrees agree that none of them shall contest (or support any other Person contesting) ): (ai) any request by the Intercreditor Working Capital Facility Collateral Agent or the Senior Working Capital Facility Lenders for adequate protection or protection; or (bii) any objection by the Intercreditor Working Capital Facility Collateral Agent or the Senior Working Capital Facility Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s Working Capital Facility Collateral Agent or the Senior Lenders’ Working Capital Facility Lenders claiming a lack of adequate protection. Subject to Section 6.2, each of the Existing Notes Collateral Agent (on behalf of itself and the Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of the Pari Passu Lenders), agree that none of them shall contest (or support any other Person contesting): (iii) any request by the Interim Notes Collateral Agent or the Interim Notes Noteholders for adequate protection; or (iv) any objection by the Interim Notes Collateral Agent or the Interim Notes Noteholders to any motion, relief, action or proceeding based on the Interim Notes Collateral Agent or the Interim Notes Noteholders claiming a lack of adequate protection. (b) Notwithstanding the foregoingforegoing provisions in this Section 6.4, in any Insolvency or Liquidation Proceeding, : (i) if the Senior Working Capital Facility Collateral Agent or the Working Capital Facility Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-Priority Agent, the Interim Notes Collateral Agent (on behalf of itself or any of the Interim Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of itself or any applicable Second-Priority Secured Party, of the Pari Passu Lenders) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and such Cash Collateral use or DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Interim Note Liens securing the Second-Priority Claims or Pari Passu Liens, as applicable, are so subordinated to the Liens securing Senior Lender Claims Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) under this Agreement and Agreement; and (ii) in the event any Second-Priority Agent, the Interim Notes Collateral Agent (on behalf of itself or any applicable Second-Priority Secured Party, of the Interim Notes Noteholders) or the Pari Passu Collateral Agent (on behalf of itself or any of the Pari Passu Lenders) seeks or requests adequate protection in respect of any Interim Notes Obligations or Pari Passu Obligations, as applicable, and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, the Interim Notes Collateral Agent (on behalf of itself or each such Second-Priority Secured Partyany of the Interim Notes Noteholders) or the Pari Passu Collateral Agent (on behalf of itself or any of the Pari Passu Lenders), as applicable, agrees that the Senior-Priority Agents Working Capital Facility Collateral Agent (if Working Capital Facility Obligations are then outstanding) shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and for any Cash Collateral use or DIP Financing provided by the Working Capital Facility Lenders and that any Note Lien on such additional collateral shall be subordinated to the Lien on such collateral securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and any such DIP Financing and that any Lien on such additional collateral securing provided by the Second-Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing Working Capital Facility Lenders (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Working Capital Facility Lenders as adequate protection on the same basis as the other Note Liens securing the Second-Priority Claims or other Pari Passu Liens, as applicable, are so subordinated to such Liens securing Senior Lender Claims Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) under this Agreement. Except as otherwise expressly set forth in Section 6.2 or Section 6.8 or in connection with the exercise of remedies with respect to the Shared Collateral, nothing herein shall limit the rights of any Junior Secured Party (other than the Existing Notes Collateral Agent and the Existing Notes Noteholders) from seeking adequate protection with respect to their rights in the Shared Collateral in any Insolvency Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and the Working Capital Facility Collateral Agent and the Working Capital Facility Lenders agree that none of them will contest (or support any other person contesting) any such request for adequate protection that complies with and seeks relief not prohibited by the provisions of this Section 6. Until the Discharge of Working Capital Facility Obligations and the Discharge of Interim Notes Obligations, none of the Existing Notes Collateral Agent and the Existing Notes Noteholders or their Authorized Representatives shall seek or obtain or permit to be granted adequate protection with respect to their rights in the Shared Collateral in any Insolvency Proceeding (including adequate protection in the form of a lien on additional collateral, cash payment, periodic cash payments or otherwise).

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protection, or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw (other than in a role of DIP Financing provider), then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional or replacement collateral, which (A) Lien or superpriority claim is subordinated to the Liens securing the or claims with respect to all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) superpriority claim is subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor any First Lien Agent or the Senior Lenders Secured Parties for adequate protection or (b) any objection by the Intercreditor any First Lien Agent or the Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor such First Lien Agent’s or the Senior LendersSecured Parties’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Second Priority Agent, on behalf of itself and any applicable Second-Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second-Second Priority Agent, on behalf of itself or any applicable Second-Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority Agent, on behalf of itself or each such Second-Second Priority Secured Party, agrees that the Senior-Priority First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second-Junior Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second-Junior Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, (ii) in the event any Second-Junior Priority AgentRepresentatives, for themselves and on behalf of itself the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second-Junior Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Junior Priority Secured PartyDebt Party under their Junior Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Junior Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Junior Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02).

Adequate Protection. Each Second-(a) The Second Priority Agent, on behalf of itself and each applicable Second-the Second Priority Secured PartyCreditors, agrees that none of them it shall not contest (or support any other Person contesting) ): (ai) any request by the Intercreditor First Priority Agent or the Senior Lenders First Priority Creditors for adequate protection or with respect to the Collateral; or (bii) any objection by the Intercreditor First Priority Agent or the Senior Lenders First Priority Creditors to any motion, relief, action or proceeding based on the Intercreditor Agent’s First Priority Agent or the Senior Lenders’ First Priority Creditors claiming a lack of adequate protection. protection with respect to the Collateral. (b) Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, : (i) if the Senior Lenders First Priority Creditors (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral with respect to the Collateral in connection with any Cash Collateral use or DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-the Second Priority Agent, on behalf of itself and or any applicable Second-of the Second Priority Secured PartyCreditors, may seek or request adequate protection in the form of a replacement Lien on such additional or replacement collateral, which Lien is will be subordinated to the First Priority Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims First Priority Obligations under this Agreement and Agreement; and (ii) in the event any Second-the Second Priority Agent, on behalf of itself or any applicable Second-of the Second Priority Secured PartyCreditors, seeks or requests adequate protection in respect of Second Priority Obligations and such adequate protection is granted in the form of additional collateralor replacement collateral with respect to the Collateral, then such Second-the Second Priority Agent, on behalf of itself or each such Second-any of the Second Priority Secured PartyCreditors, agrees that until the Senior-Discharge of First Priority Agents Obligations, the First Priority Agent shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims First Priority Obligations and for any such Cash Collateral use or DIP Financing provided by the First Priority Creditors and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Obligations shall be subordinated to the First Priority Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims First Priority Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the Second Priority Agent or the Second Priority Creditors from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. Each Second-Priority The Second Lien Collateral Agent, on behalf of itself and each applicable Second-Priority the Second Lien Secured PartyParties, agrees that none of them shall contest (or support any other Person person contesting) (a) any request by the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s First Lien Collateral Agent or the Senior Lenders’ First Lien Secured Parties claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts to the First Lien Collateral Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawcollateral, then each Second-Priority the Second Lien Collateral Agent, on behalf of itself and or any applicable Second-Priority of the Second Lien Secured PartyParties, may seek or request adequate protection in the form of (x) a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Secured Parties, provided, however, that the Second Lien Collateral Agent shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Lien Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) not in limitation of Section 6.1, in the event any Second-Priority the Second Lien Collateral Agent, on behalf of itself or any applicable Second-Priority and the Second Lien Secured PartyParties, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then such Second-Priority the Second Lien Collateral Agent, on behalf of itself or each such Second-Priority and the Second Lien Secured PartyParties, agrees that the Senior-Priority Agents First Lien Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and for any such DIP Financing provided by the First Lien Secured Parties and that any Lien on such additional collateral securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing provided by the First Lien Secured Parties (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First Lien Obligations under this Agreement. In addition, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that none of them shall seek or request adequate protection in the form of current payments of interest in cash in connection with any DIP Financing.

Adequate Protection. Each Second-Priority Junior Agent, on behalf of itself and each applicable Second-Priority its Related Secured PartyParties, agrees that none of them shall it will not contest (or support any other Person contesting) (a) any request by the Intercreditor any Prior Agent or the Senior Lenders any other Prior Secured Party for adequate protection with respect to their Prior Liens on Common Collateral or (b) contest any objection by the Intercreditor a Prior Agent or the Senior Lenders any other Prior Secured Party to any motion, relief, action or proceeding based on the Intercreditor Agent’s such Prior Agent or the Senior Lenders’ other Prior Secured Party claiming a lack of adequate protectionprotection with respect to their Prior Liens on Common Collateral. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (a Prior Agent or any subset thereof) are Prior Secured Party is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 constituting Prior Collateral or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawDIP Financing secured by Prior Collateral, then each Second-Priority Junior Agent, on behalf of itself and any applicable Second-Priority its Related Secured PartyParties, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be junior and subordinated to the Liens securing the Senior Lender Claims Prior Obligations and such DIP Financing (and all Obligations relating obligations related thereto) on the same basis as the other Junior Liens securing the Second-Priority Claims are so subordinated to the Prior Liens securing Senior Lender Claims under this Agreement and (ii) in Agreement. In the event any Second-Priority Agent, on behalf of itself a Junior Agent or any applicable Second-Priority other Junior Secured Party, Party seeks or requests adequate protection in respect of Junior Obligations and such adequate protection is granted in the form of additional collateral, then such Second-Priority Junior Agent, on behalf of itself or each such Second-Priority and its Related Secured PartyParties, agrees that the Senior-Priority Prior Agents and the Prior Secured Parties and any such DIP Financing shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Prior Obligations and for any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims Junior Obligations shall be junior and subordinated to the Liens Lien on such collateral securing the Senior Lender Claims Prior Obligations (and any such DIP Financing (and all Obligations relating theretorelated obligations) and to any other Liens granted to the Senior Lenders Prior Secured Parties as adequate protection on the same basis as the other Liens on Common Collateral securing the Second-Priority Claims Junior Obligations are so subordinated to such the Liens on Common Collateral securing Senior Lender Claims the Prior Obligations under this Agreement.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Senior Collateral Agent’s or the any Senior Lenders’ Representative’s or Senior Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of the Senior Collateral Agent, any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw and the Senior Collateral Agent and the other Senior Secured Parties do not object to the adequate protection being provided to the Senior Secured Parties, then the each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents Senior Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. Each Second-Priority AgentExcept as expressly provided in this Agreement (including, on behalf without limitation, Section 6.1), nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second-Priority the Secured Party, agrees that none of them shall contest (Parties represented thereby from seeking or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for requesting adequate protection or (b) any objection by with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event that any Second-Junior Priority Agent, on behalf of itself or any applicable Second-of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of the Junior Priority Obligations and such adequate protection is granted in the form of additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second-each Junior Priority Agent, on behalf of itself or each such Second-and the Junior Priority Secured PartyCreditors represented thereby, agrees that the Senior-each Senior Priority Agents Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second-Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and all Obligations relating thereto) between or among any applicable Senior Priority Agents, in each case on behalf of itself and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementSecured Parties represented thereby).

Adequate Protection. Each Second-Priority AgentExcept to the extent expressly provided in Section 6.1, on behalf nothing in this Agreement shall limit the rights of itself and each applicable Second-Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor ABL Agent or and the Senior Lenders for adequate protection or ABL Lenders, (b) the Note Agent and the Noteholder Secured Parties, or (c) any objection by Additional Agent and any Additional Creditors, respectively, from seeking or requesting adequate protection with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event any Second-Priority that the ABL Agent, on behalf of itself or any applicable Second-Priority Secured Partyof the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateralcollateral comprising assets of the type of assets that constitute Note Priority Collateral, then such Second-Priority the ABL Agent, on behalf of itself or and each such Second-Priority Secured Partyof the ABL Lenders, agrees that the Senior-Priority Agents Note Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Note Obligations and that any Lien on such additional collateral securing the Second-Priority Claims ABL Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Note Obligations, (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Note Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that any Additional Agent shall also be granted a senior Lien on such collateral as security for the Additional Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Additional Obligations (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders), (c) in the event that the Note Agent, on behalf of itself or any of the Noteholder Secured Parties, seeks or requests adequate protection in respect of the Note Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Note Agent, on behalf of itself and each of the Noteholder Secured Parties, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Note Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations and (d) in the event that any Additional Agent, on behalf of itself or any Additional Creditor, seeks or requests adequate protection in respect of the Additional Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Agent, on behalf of itself and any Additional Creditor represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such DIP Financing (collateral as security for the ABL Obligations and all that any Lien on such collateral securing the Additional Obligations relating thereto) and any other Liens granted shall be subordinate to the Senior Lenders as adequate protection Lien on the same basis as the other Liens such collateral securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementABL Obligations.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which Lien or superpriority claim is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and Agreement, (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this AgreementAgreement and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of a super-priority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a super-priority claim, which super-priority claim shall be senior to the super-priority claim of the Second Priority Debt Parties.

Adequate Protection. Each Second-Priority AgentExcept as expressly provided in this Agreement (including Section 6.1 and this Section 6.9), on behalf nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second-Priority the Secured Party, agrees that none of them shall contest (Parties represented thereby from seeking or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for requesting adequate protection or (b) any objection by with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event that any Second-Junior Priority Agent, for and on behalf of itself or any applicable Second-of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of the relevant Junior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second-each Junior Priority Agent, for and on behalf of itself or each such Second-and the Junior Priority Secured PartyCreditors represented thereby, agrees that the Senior-(i) each Senior Priority Agents Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Priority Obligations owing to such Senior Priority Agent and any such DIP Financing the Senior Priority Secured Parties represented thereby, and that any Lien on such additional collateral securing the Second-such Junior Priority Claims Obligations shall be subordinated junior to the Liens any Lien on such collateral securing such Senior Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Junior Priority Obligations (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby), and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Lender Claims Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and all Obligations relating theretobetween or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby) and any other Liens (ii) each Junior Priority Agent shall also be granted to a junior Lien on such collateral as security for the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Junior Priority Claims are so subordinated Obligations owing to such Liens Junior Priority Agent and the Junior Priority Secured Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be junior to each Lien on such collateral securing Senior Lender Claims under this AgreementPriority Obligations.

Adequate Protection. Each Second-Priority AgentExcept to the extent expressly provided in Section 6.1 and this Section 6.9, on behalf nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second-Priority Secured Party, agrees that none of them shall contest (the Creditors represented thereby from seeking or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for requesting adequate protection or (b) any objection by with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted including adequate protection in the form of additional liens, superpriority or other administrative claims, cash payments, periodic cash payments, cash payments of interest, fees or expenses, additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event that any Second-Junior Priority Agent, for and on behalf of itself or any applicable Second-of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of any Junior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second-each Junior Priority Agent, for and on behalf of itself or each such Second-and the Junior Priority Secured PartyCreditors represented thereby, agrees that the Senior-each Senior Priority Agents Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second-Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations; (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Creditors represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and all Obligations relating thereto) between or among any applicable Senior Priority Agents, in each case on behalf of itself and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementCreditors represented thereby.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02).

Adequate Protection. Each Second-Priority AgentExcept to the extent expressly provided in Section 6.1, on behalf nothing in this Agreement shall limit the rights of itself and each applicable Second-Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor ABL Agent or and the Senior ABL Lenders for adequate protection or (b) any objection by Cash Flow Collateral Agent and any Cash Flow Collateral Secured Parties, respectively, from seeking or requesting adequate protection with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, fees, charges, or expenses, additional or replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing claims or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event any Second-Priority that the ABL Agent, on behalf of itself or any applicable Second-Priority Secured Partyof the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Cash Flow Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Cash Flow Collateral Agents shall each also be granted a senior Lien on such Second-collateral as security for their respective Cash Flow Collateral Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Cash Flow Collateral Obligations (except as may be separately otherwise agreed in writing by, and solely as between, any Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders, with respect to the Cash Flow Priority Collateral) and (b) in the event that any Cash Flow Collateral Agent, on behalf of itself or any of the Cash Flow Collateral Secured Parties represented thereby, seeks or requests adequate protection in respect of its and their respective Cash Flow Collateral Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Cash Flow Collateral Agent, on behalf of itself and each such Second-Priority of the Cash Flow Collateral Secured PartyParties represented thereby, agrees that the Senior-Priority Agents ABL Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing ABL Obligations and that any Lien on such additional collateral securing the Second-Priority Claims such Cash Flow Collateral Obligations shall be subordinated subordinate to the Liens Lien on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementABL Obligations.

Adequate Protection. Each (a) The Second-Priority Lien Collateral Agent, on behalf of itself and each applicable the other Second-Priority Secured PartyLien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that none of them shall oppose, object to or contest (or join with or support any other Person third party opposing, objecting to or contesting) (ai) any request by the Intercreditor First-Lien Collateral Agent or the Senior Lenders other First-Lien Creditors for adequate protection in any Insolvency or Liquidation Proceeding (or any granting of such request) or (bii) any objection by the Intercreditor First-Lien Collateral Agent or the Senior Lenders other First-Lien Creditors to any motion, relief, action or proceeding based on the Intercreditor Agent’s First-Lien Collateral Agent or the Senior Lenders’ other First-Lien Creditors claiming a lack of adequate protection. . (b) Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, : (i1) if the Senior Lenders First-Lien Creditors (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing Cash Collateral use or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawPost-Petition Financing, then each the Second-Priority Lien Collateral Agent, on behalf of itself and or any applicable of the Second-Priority Secured PartyLien Creditors, may seek or request adequate protection in the form of a replacement Lien on such additional collateralcollateral without the First-Lien Creditors objecting to or contesting such Lien, which provided such Lien is will be subordinated to the Liens securing the Senior Lender Claims First-Lien Obligations and such DIP Cash Collateral use or Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First-Lien Obligations under this Agreement and Agreement; and (ii2) in the event any the Second-Priority Lien Collateral Agent, on behalf of itself or any applicable of the Second-Priority Secured PartyLien Claimholders, seeks or requests adequate protection in respect of Second-Lien Obligations and such adequate protection is granted in the form of additional collateral, then such the Second-Priority Lien Collateral Agent, on behalf of itself or each such any of the Second-Priority Secured PartyLien Claimholders, agrees that the SeniorFirst-Priority Agents Lien Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First-Lien Obligations and for any such DIP Cash Collateral use or Post-Petition Financing provided by the First-Lien Creditors and that any Lien on such additional collateral securing the Second-Priority Claims Lien Obligations shall be subordinated to the Liens Lien on such collateral securing the Senior Lender Claims First-Lien Obligations and any such DIP Post-Petition Financing provided by the First-Lien Creditors (and all Obligations relating thereto) and to any other Liens granted to the Senior Lenders First-Lien Creditors as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First-Lien Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the Second-Lien Collateral Agent or the Second-Lien Creditors from seeking adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

Adequate Protection. Each Second-Priority (i) The ABL Collateral Agent, on behalf of itself and each applicable Second-Priority the ABL Secured PartyParties and the Notes Collateral Agent, agrees on behalf of itself and the Notes Secured Parties, agree that none of them shall contest (or support any other Person person contesting) (ai) any request by the Intercreditor Term Collateral Agent or the Senior Lenders Term Secured Parties for adequate protection with respect to any TL Priority Collateral or (bii) any objection by the Intercreditor Term Collateral Agent or the Senior Lenders Term Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s Term Collateral Agent or the Senior Lenders’ Term Secured Parties claiming a lack of adequate protectionprotection with respect to the TL Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 2.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders Term Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting TL Priority Collateral in connection with any DIP Financing Financing, then the ABL Collateral Agent, on behalf of itself or use of cash collateral under Section 363 or Section 364 of Title 11 any of the United States Code or any similar Bankruptcy Law, then each Second-Priority ABL Secured Parties and the Notes Collateral Agent, on behalf of itself and any applicable Second-Priority the Notes Secured PartyParties, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is of the ABL Collateral Agent will be subordinated to the Liens securing the Senior Lender Claims Term Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on TL Priority Collateral securing the Second-Priority Claims ABL Obligations are so subordinated to the Liens securing Senior Lender Claims Term Obligations under this Agreement and which Lien of the Notes Collateral Agent will be subordinated to the Liens securing the Term Obligations, such DIP Financing (iiand all obligations relating thereto) and the ABL Obligations on the same basis as the other Liens on TL Priority Collateral securing the Notes Obligations are so subordinated to the Term Obligations and ABL Obligations under this Agreement, and (B) in the event any Second-Priority the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties or any applicable Second-Priority the Notes Collateral Agent, on behalf of itself and the Notes Secured PartyParties, seeks seek or requests request adequate protection in respect of TL Priority Collateral securing ABL Obligations or the Notes Obligations, as applicable, and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting TL Priority Collateral, then such Second-Priority the ABL Collateral Agent, on behalf of itself or each such Second-Priority any of the ABL Secured PartyParties and the Notes Collateral Agent, agrees on behalf of itself and the Notes Secured Parties, agree that the Senior-Priority Agents Term Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Term Obligations and for any such DIP Financing provided by the Term Secured Parties and that any Lien on such additional collateral securing the Second-Priority Claims ABL Obligations and the Notes Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Term Obligations and any such DIP Financing provided by the Term Secured Parties (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders Term Secured Parties as adequate protection on the same basis as the other Liens on TL Priority Collateral securing the Second-Priority Claims ABL Obligations and the Notes Obligations are so subordinated to such Liens securing Senior Lender Claims Term Obligations under this Agreement. (ii) Prior to the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that none of them shall contest (or support any other person contesting) (i) any request by the ABL Collateral Agent or the ABL Secured Parties for adequate protection with respect to any TL Priority Collateral or (ii) any objection by the ABL Collateral Agent or the ABL Secured Parties to any motion, relief, action or proceeding based on the ABL Collateral Agent or the ABL Secured Parties claiming a lack of adequate protection with respect to the TL Priority Collateral. Notwithstanding the foregoing provisions in this Section 2.5(c), in any Insolvency or Liquidation Proceeding, (A) if the ABL Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting TL Priority Collateral in connection with any DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on TL Priority Collateral securing the Notes Obligations are so subordinated to the ABL Obligations under this Agreement, and (B) in the event the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, seek or request adequate protection in respect of TL Priority Collateral securing the Notes Obligations, and such adequate protection is granted in the form of additional collateral in the nature of assets constituting TL Priority Collateral, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that the ABL Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the ABL Obligations and for any such DIP Financing provided by the ABL Secured Parties and that any Lien on such additional collateral securing the Notes Obligations shall be subordinated to the Liens on such collateral securing the ABL Obligations and any such DIP Financing provided by the ABL Secured Parties (and all obligations relating thereto) and to any other Liens granted to the ABL Secured Parties as adequate protection on the same basis as the other Liens on TL Priority Collateral securing the Notes Obligations are so subordinated to such ABL Obligations under this Agreement.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or Adequate Protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionAdequate Protection, or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection Adequate Protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw (other than in a role of DIP Financing provider), then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection Adequate Protection in the form of a replacement Lien or superpriority claim on such additional or replacement collateral, which Lien or superpriority claim is subordinated to the Liens securing the or claims with respect to all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests adequate protection request Adequate Protection and such adequate protection Adequate Protection is granted in the form of additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection Adequate Protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted Adequate Protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not be prohibited from seeking Adequate Protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Second-Priority Agent, on behalf of itself and In any Insolvency Proceeding involving a Grantor, (a) each applicable Second-Priority Secured Party, Junior Claimholder agrees that none of them it shall contest (not object to or contest, or support any other Person contesting) person objecting or contesting (aand instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to do so): (i) any request by any Priority Claimholder with respect to any Priority Collateral prior to the Intercreditor Agent applicable Payment in Full of Priority Debt, for “adequate protection” (within the meaning of such term under the Bankruptcy Code and any similar concept under applicable Bankruptcy Law) of its interest in the Priority Collateral, including a request for replacement or additional Liens on post-petition assets of the same type as such Priority Collateral; provided, any ABL Claimholder, solely in its capacity as a Priority Claimholder, may object to adequate protection in the form of cash payments to the extent such payment is sought to be paid from ABL Priority Collateral or the Senior Lenders for Proceeds thereof and any Term Loan Claimholder, solely in its capacity as a Priority Claimholder, may object to adequate protection in the form of cash payments to the extent such payment is sought to be paid from Term Loan Priority Collateral or the Proceeds thereof; (bii) as applicable any (A) objection by the Intercreditor Agent or the Senior Lenders any Priority Claimholder to any motion, relief, action action, or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ such Priority Claimholders claiming a lack of adequate protection. Notwithstanding protection with respect to its Liens in their Priority Collateral, or (B) request by any of the foregoing, in any Insolvency or Liquidation Proceeding, Priority Claimholders for relief from the automatic stay with respect to its Priority Collateral. (ib) if any Priority Claimholder is granted adequate protection with respect to its rights in the Senior Lenders (Priority Collateral in the form of an additional or any subset thereof) are granted replacement Lien with respect to assets of the type included in such Priority Collateral, then Priority Agent agrees that Junior Agent shall also be entitled to seek, without objection from the Priority Claimholders, adequate protection in the form of an additional collateral in connection or replacement Lien with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 respect to the assets that are the subject of the United States Code Priority Claimholder’s additional or any similar Bankruptcy Lawreplacement Lien, then each Second-Priority which additional or replacement adequate protection Lien of the Junior Agent, on behalf of itself and any applicable Second-Priority Secured Partyif obtained, may seek or request shall be subordinate to the adequate protection Liens in the form of a replacement Lien on and to such additional collateral, which Lien is subordinated to the Liens assets securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) Priority Debt on the same basis as the other Liens securing the Second-Junior Debt on the Junior Priority Claims Collateral are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated to the Liens on such collateral the Priority Collateral securing the Senior Lender Claims Priority Debt under this Agreement; (c) no Junior Claimholder may seek adequate protection with respect to its rights in the Priority Collateral except for adequate protection in the form of an additional or replacement Lien in and to existing or future assets of Grantors, and Junior Agent agrees that Priority Agent shall also be entitled to seek, without objection from the Junior Claimholders, a senior adequate protection Lien in and to such existing or future assets of Grantors as security for the Priority Debt and that any such DIP Financing (adequate protection Lien in and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as Priority Collateral securing the Junior Debt shall be subordinated to such senior adequate protection Lien in and to the Priority Collateral securing the Priority Debt on the same basis as the other Liens securing the Second-Priority Claims Junior Debt are so subordinated to such the Liens on the Priority Collateral securing Senior Lender Claims the Priority Debt under this Agreement; (d) any adequate protection granted in favor of any Priority Claimholder in the form of a superpriority or other administrative expense claim and any claim in favor of any Priority Claimholder arising under Section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) (“Senior 507(b) Claims”), shall be pari passu with the grant of adequate protection in favor of the other Priority Claimholders in the form of a superpriority or other administrative expense claim and any Senior 507(b) Claims in favor of such other Priority Claimholders; (e) any claim arising under Section 507(b) of the Bankruptcy Code in favor of any Junior Claimholder shall be pari passu with the claims arising under Section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) in favor of the other Junior Claimholders (collectively, “Junior 507(b) Claims”), all Junior 507(b) Claims shall be junior and subordinate in right of payment to the Senior 507(b) Claims, and the holders of the Junior 507(b) Claims agree that, in connection with any plan of reorganization in such Insolvency Proceeding, such Junior 507(b) Claims may be paid in any combination of cash, securities, or other property having a present value equal to the amount of such Junior 507(b) Claims as of the effective date of confirmation of such plan; (f) No Junior Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by any of the Priority Claimholders, the value of Collateral securing any claims of Priority Claimholders under Section 506(a) of the Bankruptcy Code or any claim by any Priority Claimholder for allowance of Priority Debt consisting of post-petition interest, fees, or expenses.

Adequate Protection. Each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor any First Lien Agent or the Senior Lenders for adequate protection or protection, (b) any objection by the Intercreditor any First Lien Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor such First Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection, or (c) the allowance and/or payment of pre- or post-petition interest, fees, expenses or other amounts of any First Lien Agent or any other Senior Lender under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate protection or otherwise). Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawlaw, then each Second-Second Priority Agent, on behalf of itself and any applicable Second-Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second-Second Priority Agent, on behalf of itself or any applicable Second-Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority Agent, on behalf of itself or each such Second-Second Priority Secured Party, agrees that the Senior-Priority Agents First Lien Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second-Priority The Second Lien Agent, for itself and on behalf of itself and each applicable Second-Priority the Second Lien Secured PartyParties, agrees that none of them it shall contest (not contest, or support any other Person person contesting) , (a) any request by the Intercreditor First Lien Agent or the Senior Lenders any other First Lien Secured Party for adequate protection in any form or (b) any objection by the Intercreditor First Lien Agent or the Senior Lenders any other First Lien Secured Party to any motion, relief, action or proceeding based on the Intercreditor AgentFirst Lien Agent or such First Lien Secured Party’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any Bankruptcy Law, then each Second-Priority the Second Lien Agent, for itself or on behalf of itself and any applicable Second-Priority Second Lien Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim (as applicable), which Lien or superpriority claim is junior and subordinated to the Liens securing securing, and claims with respect to, the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so junior and subordinated to the Liens securing Senior Lender Claims securing, and the claims with respect to, the First Lien Obligations under this Agreement and (B) agrees that it will not seek or request, without the consent of the First Lien Agent or as otherwise set forth in this Section 6.3, adequate protection in any other form, and (ii) in the event any Second-Priority that the Second Lien Agent, for itself or on behalf of itself or any applicable Second-Priority Second Lien Secured Party, seeks or requests is granted adequate protection and such adequate protection is granted in the form of a Lien on additional collateralor replacement collateral and/or a superpriority administrative claim, then such Second-Priority the Second Lien Agent, for itself or on behalf of itself or each such Second-Priority Second Lien Secured Party, agrees that the Senior-Priority Agents First Lien Agent shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims First Lien Obligations and any such DIP Financing and/or a superpriority administrative claim (as applicable), and that any Lien on such additional or replacement collateral securing the Second-Priority Claims Second Lien Obligations and/or superpriority claim shall be junior and subordinated to the Liens on such collateral securing securing, and the Senior Lender Claims claims with respect to, the First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens securing securing, and claims with respect to, the Second-Priority Claims Second Lien Obligations are so junior and subordinated to such Liens securing Senior Lender Claims and claims with respect to the First Lien Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the First Lien Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Lien Agent and the Second Lien Secured Parties shall not be prohibited from seeking and accepting adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the First Lien Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Lien Secured Parties.

Adequate Protection. Each Second-Priority Agentof the Applicable Second Lien Agent and each Second Lien Obligations Representative, for itself and on behalf of itself and each the applicable Second-Priority Second Lien Obligations Secured PartyParties, agrees that none of them shall contest (contest, or support any other Person person contesting) , (a) any request by the Intercreditor Agent Applicable First Lien Agent, any First Lien Obligations Representative or the Senior Lenders any other First Lien Obligations Secured Party for adequate protection in any form or (b) any objection by the Intercreditor Agent Applicable First Lien Agent, any First Lien Obligations Representative or the Senior Lenders any other First Lien Obligations Secured Party to any motion, relief, action or proceeding based on the Intercreditor Applicable First Lien Agent, such First Lien Obligations Representative’s or the Senior Lenders’ such First Lien Obligations Secured Party’s claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Obligations Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar Bankruptcy Law, then the Applicable Second Lien Agent or each Second-Priority AgentSecond Lien Obligations Representative, for itself or on behalf of itself and any applicable Second-Priority Second Lien Obligations Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim (as applicable), which Lien or superpriority claim is junior and subordinated to the Liens securing and providing adequate protection for, and claims with respect to, the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so junior and subordinated to the Liens securing Senior Lender Claims securing, and the claims with respect to, the First Lien Obligations under this Agreement and (B) agrees that it will not seek or request, without the consent of the Applicable First Lien Agent or as otherwise set forth in this Section 6.3, adequate protection in any other form, and (ii) in the event that the Applicable Second Lien Agent or any Second-Priority AgentSecond Lien Obligations Representative, for itself or on behalf of itself or any applicable Second-Priority Second Lien Obligations Secured Party, seeks or requests is granted adequate protection and such adequate protection is granted in the form of a Lien on additional collateralor replacement collateral and/or a superpriority administrative claim, then the Applicable Second Lien Agent or such Second-Priority AgentSecond Lien Obligations Representative, for itself or on behalf of itself or each such Second-Priority Second Lien Obligations Secured Party, agrees that the Senior-Priority Agents Applicable First Lien Agent or each First Lien Obligations Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims First Lien Obligations and any such DIP Financing and/or a superpriority administrative claim (as applicable), and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second-Priority Claims Second Lien Obligations and/or superpriority claim shall be junior and subordinated to the Liens on such collateral securing securing, and the Senior Lender Claims claims with respect to, the First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Lien Obligations Secured Parties or their respective Representatives as adequate protection on the same basis as the other Liens securing securing, and claims with respect to, the Second-Priority Claims Second Lien Obligations are so junior and subordinated to such Liens securing Senior Lender Claims and claims with respect to the First Lien Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the First Lien Obligations Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition interest, fees and expenses, and/or other cash payments, then the Applicable Second Lien Agent and the Second Lien Obligations Secured Parties shall not be prohibited from seeking and accepting adequate protection in the form of payments in the amount of current post-petition interest and incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the First Lien Obligations Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Lien Obligations Secured Parties.

Adequate Protection. (a) Each SecondJunior-Priority Collateral Agent, on behalf of itself and each applicable Secondthe other Junior-Priority Secured PartyParties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that none of them shall contest (object to, contest, or support any other Person contesting) objecting to or contesting (ai) any request by the Intercreditor any Senior-Priority Collateral Agent or any of the Senior Lenders other Senior-Priority Secured Parties for adequate protection or any adequate protection provided to any Senior-Priority Collateral Agent or other Senior-Priority Secured Parties, (bii) any objection by the Intercreditor any Senior-Priority Collateral Agent or any of the Senior Lenders other Senior-Priority Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protection. Notwithstanding protection or (iii) the foregoingpayment of interest, fees, expenses or other amounts to any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise (it being understood and agreed that the value of the Liens on the Collateral held by each Senior-Priority Secured Party shall be determined without regard to the existence of any Liens held by the Junior-Priority Secured Parties). (b) So long as each Senior-Priority Collateral Agent and the Senior-Priority Secured Parties shall have received and shall continue to receive all accrued post-petition interest, fees or expenses with respect to the Senior-Priority Debt, each Junior-Priority Collateral Agent and any Junior-Priority Secured Party with respect to which such Junior-Priority Collateral Agent is acting as Agent may seek any claim for allowance of post-petition interest, fees or expenses in any Insolvency or Liquidation ProceedingProceeding of Junior-Priority Debt (it being understood and agreed that the value of the Liens on the Collateral held by each Junior-Priority Secured Party shall be determined taking into account the Liens on the Collateral held by the Senior-Priority Secured Parties); provided, however, that until the Discharge of Senior-Priority Debt, if any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party shall, at any time, receive any post-petition interest arising from any such claim, it shall pay such post-petition interest over to the Designated Senior-Priority Collateral Agent in accordance with the terms of Section 4.2 hereof. (c) Each Junior-Priority Collateral Agent, on behalf of itself and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that none of them shall seek or accept adequate protection without the prior written consent of the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders, as determined in accordance with the applicable Senior-Priority Documents), except that each Junior-Priority Collateral Agent, for itself or on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall be permitted (i) if the Senior Lenders (or any subset thereof) are granted to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral, or additional or replacement collateral to secure the Junior-Priority Debt in connection with any DIP Financing or use of cash collateral under as provided for in Section 363 6.2 hereof, or Section 364 in connection with any such adequate protection obtained by any Senior-Priority Collateral Agent and any other Senior-Priority Secured Parties, as long as, in each case, such Senior-Priority Collateral Agent is also granted such additional or replacement Liens or additional or replacement collateral and such Liens of Title 11 of the United States Code such Junior-Priority Collateral Agent or any similar Bankruptcy Law, then each Secondsuch other Junior-Priority Secured Party are subordinated to the Liens securing the Senior-Priority Debt to the same extent as the Liens of such Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent on the Collateral are subordinated to the Liens of each applicable Senior-Priority Collateral Agent and each other applicable Senior-Priority Secured Parties hereunder, (ii) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to any Senior-Priority Collateral Agent and (iii) to seek and receive, subject to the provisions of this Agreement, additional adequate protection of its junior interest in the Collateral in the form of a superpriority administrative expense claim, including a claim arising under 11 U.S.C. §507(b); provided, however, that, (A) any such superpriority administrative expense claim of a Junior-Priority Collateral Agent shall be junior in all respects to any superpriority administrative expense claim granted to any Senior-Priority Collateral Agent with respect to such Collateral and (B) in the event that a Junior-Priority Collateral Agent, on behalf of itself and any applicable Secondother Junior-Priority Secured PartyParties such Junior-Priority Collateral Agent with respect to which such Junior-Priority Collateral Agent is acting as Agent, may seek seeks or request adequate receives protection of its junior interest in the form of Collateral and is granted a replacement Lien on superpriority administrative expense claim, including a claim arising under 11 U.S.C. §507(b), then such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the SecondJunior-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Collateral Agent, on behalf of itself or any applicable Secondand the other Junior-Priority Secured Party, seeks or requests adequate protection and Parties with respect to which such adequate protection is granted in the form of additional collateral, then such SecondJunior-Priority Collateral Agent is acting as Agent, on behalf of itself or each such Secondagrees that all Senior-Priority Secured Party, agrees that Parties shall receive a superpriority administrative expense claim which shall be senior in all respects to the Seniorsuperpriority administrative expense claim granted to such Junior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated Collateral Agent with respect to the Liens on Collateral (with the relative priorities of all such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted superpriority administrative expense claims to the Senior Lenders as adequate protection on be the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementLien priorities set forth in Section 2.1 hereof).

Adequate Protection. Each Second-Priority Agent(a) In any Insolvency Proceeding involving a Grantor, on behalf of itself and each applicable Second-Priority Secured Party, Second Lien Agent agrees that none of them no Second Lien Claimholder shall contest (or support any other Person contesting) ): (ai) any request by the Intercreditor First Lien Agent or the Senior Lenders other First Lien Claimholders for adequate protection or protection; or (bii) any objection by the Intercreditor First Lien Agent or the Senior Lenders First Lien Claimholders to any motion, relief, action action, or proceeding based on the Intercreditor Agent’s First Lien Agent or the Senior Lenders’ First Lien Claimholders claiming a lack of adequate protection. Notwithstanding the foregoing, in . (b) In any Insolvency or Liquidation Proceeding, Proceeding involving a Grantor: (i) if the Senior Lenders (any one or any subset thereof) more First Lien Claimholders are granted adequate protection in the form of additional collateral a replacement Lien (on existing or future assets of Grantors) in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCash Collateral, then each Second-Priority AgentFirst Lien Agent agrees that Second Lien Agent shall also be entitled to seek, on behalf of itself and any applicable Second-Priority Secured Partywithout objection from First Lien Claimholders, may seek or request adequate protection in the form of a replacement Lien (on such additional collateralexisting or future assets of Grantors), which Lien is subordinated replacement Lien, if obtained, shall be subordinate to the Liens securing the Senior Lender Claims and such First Lien Obligations (including those under a DIP Financing (and all Obligations relating theretopermitted under Section 6.2) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated subordinate to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and Agreement; (ii) in the event if any Second-Priority Agent, on behalf of itself one or any applicable Second-Priority Secured Party, seeks or requests more Second Lien Claimholders are granted adequate protection and such adequate protection is granted in the form of additional collaterala replacement Lien (on existing or future assets of Grantors), then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, Second Lien Agent agrees that the Senior-Priority Agents First Lien Agent shall also be granted entitled to seek, without objection from Second Lien Claimholders, a senior adequate protection Lien on such additional collateral existing or future assets of Grantors as security for the applicable Senior Lender Claims and any such DIP Financing First Lien Obligations and that any adequate protection Lien on such additional collateral existing or future assets securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens Lien on such collateral assets securing the Senior Lender Claims and any such DIP Financing (and all First Lien Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such Liens securing Senior Lender Claims the First Lien Obligations under this Agreement; (iii) if any one or more First Lien Claimholders are granted adequate protection in the form of an expense of administration claim in connection with any DIP Financing or use of Cash Collateral, then First Lien Agent agrees that Second Lien Agent shall also be entitled to seek, without objection from First Lien Claimholders, adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall be subordinate to the administration claim of the First Lien Claimholders; (iv) if any one or more Second Lien Claimholders are granted adequate protection in the form of an expense of administration claim in connection with any DIP Financing or use of Cash Collateral, then Second Lien Agent agrees that First Lien Agent shall also be entitled to seek, without objection from Second Lien Claimholders, adequate protection in the form of an expense of administration claim, which administration claim; if obtained, shall be senior to the administration claim of the Second Lien Claimholders; and (v) Second Lien Agent (a) may seek, without objection from First Lien Claimholders, adequate protection with respect to the Second Lien Claimholders’ rights in the Collateral in the form of periodic cash payments in an amount not exceeding interest at the non-default contract rate, together with payment of reasonable out-of-pocket expenses, and (b) without the consent of First Lien Agent, shall not seek any other adequate protection in the form of cash payments with respect to their rights in the Collateral. (c) Neither Second Lien Agent nor any other Second Lien Claimholder shall object to, oppose, or challenge any claim by First Lien Agent or any First Lien Claimholder for allowance in any Insolvency Proceeding of First Lien Obligations consisting of post-petition interest, fees, or expenses. (d) Neither First Lien Agent nor any other First Lien Claimholder shall object to, oppose, or challenge any claim by Second Lien Agent or any Second Lien Claimholder for allowance in any Insolvency Proceeding of Second Lien Obligations consisting of post-petition interest, fees, or expenses.

Adequate Protection. Each Second-Priority The Term Loan Collateral Agent, on behalf of itself and each applicable Second-Priority the other Term Loan Secured PartyParties, agrees that none of them shall contest (or support any other Person contesting) (aA) any request by the Intercreditor ABL Facility Collateral Agent or the Senior Lenders ABL Facility Secured Parties for adequate protection with respect to any ABL Facility Priority Collateral, (B) so long as the request of adequate protection is in the form of a replacement Lien on the Term Loan Priority Collateral that is junior to the Liens on the Term Loan Priority Collateral securing the Term Loan Priority Obligations, any request by the ABL Facility Collateral Agent or the ABL Facility Secured Parties for adequate protection with respect to any Term Loan Priority Collateral or (bC) any objection by the Intercreditor ABL Facility Collateral Agent or the Senior Lenders ABL Facility Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s ABL Facility Collateral Agent or the Senior Lenders’ ABL Facility Secured Parties claiming a lack of adequate protectionprotection with respect to the ABL Facility Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 4.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders ABL Facility Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting ABL Facility Priority Collateral in connection with any ABL Facility DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawconstituting ABL Facility Priority Collateral, then each Second-Priority the Directing Term Loan Collateral Agent, on behalf of itself and or any applicable Second-Priority of the other Term Loan Secured PartyParties, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims ABL Facility Obligations and such ABL Facility DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on ABL Facility Priority Collateral securing the Second-Priority Claims Term Loan Obligations are so subordinated to the Liens securing Senior Lender Claims ABL Facility Obligations under this Agreement Agreement, and (iiB) in the event any Second-Priority the Directing Term Loan Collateral Agent, on behalf of itself or any applicable Second-Priority and the other Term Loan Secured PartyParties, seeks or requests adequate protection in respect of ABL Facility Priority Collateral securing Term Loan Obligations and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting ABL Facility Priority Collateral, then such Second-Priority the Term Loan Collateral Agent, on behalf of itself or each such Second-Priority any of the other Term Loan Secured PartyParties, agrees that the Senior-Priority Agents ABL Facility Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims ABL Facility Obligations and for any such ABL Facility DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims Term Loan Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims ABL Facility Obligations and any such ABL Facility DIP Financing (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders ABL Facility Secured Parties as adequate protection on the same basis as the other Liens on ABL Facility Priority Collateral securing the Second-Priority Claims Term Loan Obligations are so subordinated to such Liens securing Senior Lender Claims ABL Facility Obligations under this Agreement.

Adequate Protection. Each Second-Priority The ABL Facility Collateral Agent, on behalf of itself and each applicable Second-Priority the other ABL Facility Secured PartyParties, agrees that none of them shall contest (or support any other Person contesting) (aA) any request by the Intercreditor Term Loan Collateral Agent or the Senior Lenders Term Loan Secured Parties for adequate protection or similar protection under any Debtor Relief Law with respect to any Term Loan Priority Collateral, (bB) so long as the request of adequate protection is in the form of a replacement Lien on the ABL Facility Priority Collateral that is junior to the Liens on the ABL Facility Priority Collateral securing the ABL Facility Priority Obligations, any request by the Term Loan Collateral Agent or the Term Loan Secured Parties for adequate protection with respect to any ABL Facility Priority Collateral, or (C) any objection by the Intercreditor Term Loan Collateral Agent or the Senior Lenders Term Loan Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s Term Loan Collateral Agent or the Senior Lenders’ Term Loan Secured Parties claiming a lack of adequate protectionprotection with respect to the Term Loan Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 3.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders Term Loan Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting Term Loan Priority Collateral in connection with any Term Loan DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawconstituting Term Loan Priority Collateral, then each Second-Priority the ABL Facility Collateral Agent, on behalf of itself and or any applicable Second-Priority of the other ABL Facility Secured PartyParties, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims Term Loan Obligations and such Term Loan DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on Term Loan Priority Collateral securing the Second-Priority Claims ABL Facility Obligations are so subordinated to the Liens securing Senior Lender Claims Term Loan Obligations under this Agreement Agreement, and (iiB) in the event any Second-Priority the ABL Facility Collateral Agent, on behalf of itself or any applicable Second-Priority and the other ABL Facility Secured PartyParties, seeks or requests adequate protection in respect of ABL Facility Obligations and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting Term Loan Priority Collateral, then such Second-Priority the ABL Facility Collateral Agent, on behalf of itself or each such Second-Priority any of the other ABL Facility Secured PartyParties, agrees that the Senior-Priority Agents Term Loan Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Term Loan Obligations and for any such Term Loan DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims ABL Facility Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Term Loan Obligations and any such Term Loan DIP Financing (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders Term Loan Secured Parties as adequate protection on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second-Priority Claims ABL Facility Obligations, as the case may be, are so subordinated to such Liens securing Senior Lender Claims Term Loan Obligations under this Agreement.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protection, or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw (other than in a role of DIP Financing provider), then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional or replacement collateral, which (A) Lien or superpriority claim is subordinated to the Liens securing the or claims with respect to all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) superpriority claim is subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating theretothereto and any “carve-out”) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Second Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) person objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured Party, Debt Party under its Second Priority Debt Facility (x) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (y) agrees that it will not seek or request, and will not accept, adequate protection in any other form and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. (a) Each Second-Priority Term Loan Agent, on behalf of itself and each the applicable Second-Priority Secured PartyTerm Loan Lenders, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person contesting) (abut instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) any request by the Intercreditor ABL Agent or the Senior ABL Lenders for adequate protection or with respect to the ABL Priority Collateral (bexcept to the extent any such adequate protection is a payment from Term Loan Priority Collateral); or (ii) any objection by the Intercreditor ABL Agent or ABL Lender to any motion, relief, action or proceeding based on the ABL Agent or the Senior other ABL Lender claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Lenders, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) any request by any Term Loan Agent or the other Term Loan Lenders for adequate protection with respect to the Term Loan Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or (ii) any objection by any Term Loan Agent or the Term Loan Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s such Term Loan Agent or the Senior Lenders’ applicable Term Loan Lenders claiming a lack of adequate protection. Notwithstanding protection with respect to the foregoingTerm Loan Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.3, and except as provided in Sections 6.1 and 6.7, in any Insolvency or Liquidation Proceeding, : (i) if no Term Loan Agent or Term Loan Lender shall be entitled (and each Term Loan Agent and Term Loan Lender shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to seek or otherwise be granted any type of adequate protection with respect to its interests in the Senior ABL Priority Collateral; provided, however, subject to Section 6.1, the Term Loan Agents and the Term Loan Lenders (or any subset thereof) are granted may seek and obtain adequate protection in the form of an additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of replacement Lien on Collateral so long as (i) the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself ABL Agent and any applicable Second-Priority Secured Party, may seek or request the ABL Lenders have been granted adequate protection in the form of a replacement Lien on such additional collateralCollateral, which and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Agent and the ABL Lenders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens securing of the Senior Lender Claims and ABL Agent in such DIP Financing (and all Obligations relating thereto) Collateral on the same basis as the other Liens securing of the Second-Term Loan Agent on ABL Priority Claims are Collateral; and (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Priority Collateral; (ii) no ABL Agent or ABL Lender shall be entitled (and the ABL Agent and each ABL Lender shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to seek or otherwise be granted any type of adequate protection in respect of Term Loan Priority Collateral except as may be consented to in writing by each Term Loan Agent in its sole and absolute discretion; provided, however, ABL Agent and ABL Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the Term Loan Agents and Term Loan Lenders have been granted adequate protection in the form of a replacement Lien on such Collateral, and (ii) any such Lien on Term Loan Priority Collateral (and on any Collateral granted as adequate protection for the Term Loan Agents and Term Loan Lenders in respect of their interest in such Term Loan Priority Collateral) is subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) of the Term Loan Agent in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection Collateral on the same basis as the other Liens securing of the Second-ABL Agent on Term Loan Priority Claims are Collateral; and (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Term Loan Priority Collateral (except as may be consented to in writing by each Term Loan Agent in its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the Term Loan Agents or the Term Loan Lenders from seeking adequate protection with respect to their rights in the Term Loan Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from proceeds of ABL Priority Collateral) so subordinated long as such request is not otherwise inconsistent with this Agreement and (ii) the Term Loan Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Lenders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from proceeds of Term Loan Priority Collateral) so long as such Liens securing Senior Lender Claims under request is not otherwise inconsistent with this Agreement.

Adequate Protection. Each Second-Priority (a) Second Lien Agent, on behalf of itself and each applicable Second-Priority the other Second Lien Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by the Intercreditor First Lien Agent or any of the Senior Lenders other First Lien Secured Parties for adequate protection or any adequate protection provided to First Lien Agent or other First Lien Secured Parties or (bii) any objection by the Intercreditor First Lien Agent or any of the Senior Lenders other First Lien Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protection. Notwithstanding protection or (iii) the foregoingpayment of interest, in fees, expenses or other amounts to First Lien Agent or any Insolvency other First Lien Secured Party under Section 506(b) or Liquidation Proceeding506(c) of the Bankruptcy Code or under any comparable provision of any other Bankruptcy Law. (b) Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that none of them shall seek or accept adequate protection without the prior written consent of First Lien Agent; except, that, Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be permitted (i) if the Senior Lenders (or any subset thereof) are granted to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral (including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding), or additional or replacement collateral to secure the Second Lien Debt, in connection with any DIP Financing or use of cash collateral under as provided for in Section 363 7.2 above, or Section 364 in connection with any such adequate protection obtained by First Lien Agent and the other First Lien Secured Parties, as long as in each case, First Lien Agent is also granted such additional or replacement Liens or additional or replacement collateral and such Liens of Title 11 Second Lien Agent or such other Second Lien Secured Party are subordinated to the Liens securing the First Lien Debt to the same extent as the Liens of Second Lien Agent and such other Second Lien Secured Parties on the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf Collateral are subordinated to the Liens of itself First Lien Agent and any applicable Second-Priority the other First Lien Secured Party, may seek or request Parties hereunder and (ii) to obtain adequate protection in the form of a replacement Lien on such additional collateralreports, which Lien is subordinated notices, inspection rights and similar forms of adequate protection to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens extent granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementFirst Lien Agent.

Adequate Protection. Each Second-Priority (a) The Collateral Agent, on behalf of itself and each applicable Second-Priority the other Noteholder Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by the Intercreditor Agent ABL Lender or any of the Senior Lenders other ABL Secured Parties for adequate protection of the First Priority Debt or any adequate protection provided to the ABL Lender or other ABL Secured Parties with respect to the First Priority Debt or (bii) any objection by the Intercreditor Agent ABL Lender or any of the Senior Lenders other ABL Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protection. Notwithstanding protection for the foregoingFirst Priority Debt or (iii) the payment of interest, in fees, expenses or other amounts to the ABL Lender or any Insolvency other ABL Secured Party with respect to the First Priority Debt under Section 506(b) or Liquidation Proceeding506(c) of the Bankruptcy Code or otherwise. (b) The Collateral Agent, on behalf of itself and the other Noteholder Secured Parties, agrees that none of them shall seek or accept adequate protection with respect to the Noteholder Debt secured by Liens on the ABL Collateral without the prior written consent of the ABL Lender; except, that, the Collateral Agent, for itself or on behalf of the other Noteholder Secured Parties, or the Noteholder Secured Parties shall be permitted (i) if the Senior Lenders (or any subset thereof) are granted to obtain adequate protection in the form of the benefit of additional collateral or replacement Liens on the ABL Collateral (including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding), or additional or replacement ABL Collateral to secure the Noteholder Debt, in connection with any DIP Financing or use of cash collateral under as provided for in Section 363 6.2 above, or Section 364 in connection with any such adequate protection obtained by ABL Lender and the other ABL Secured Parties, as long as in each case, the ABL Lender is also granted such additional or replacement Liens or additional or replacement ABL Collateral and such Liens of Title 11 of the United States Code Collateral Agent or any similar Bankruptcy Law, then each Second-Priority Agent, other Noteholder Secured Party are subordinated to the Liens securing the ABL Debt to the same extent as the Liens of Collateral Agent and the other Noteholder Secured Parties on behalf the ABL Collateral are subordinated to the Liens of itself ABL Lender and any applicable Second-Priority the other ABL Secured Party, may seek or request Parties hereunder and (ii) to obtain adequate protection in the form of a replacement Lien on such additional collateralreports, which Lien is subordinated notices, inspection rights and similar forms of adequate protection to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens extent granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementABL Lender.

Adequate Protection. (a) Each Second-Priority Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and each applicable Second-Priority Secured Partyother Junior Lien Claimholder represented by it, agrees that none of them shall contest (or support any other Person contesting) ): (a1) any request by the Intercreditor any Senior Lien Representative, any Senior Lien Collateral Agent or the other Senior Lenders Lien Claimholder for adequate protection or under any Bankruptcy Law; or (b2) any objection by the Intercreditor any Senior Lien Representative, any Senior Lien Collateral Agent or the other Senior Lenders Lien Claimholder to any motion, relief, action or proceeding based on the Intercreditor Agent’s such Senior Lien Representative, Senior Lien Collateral Agent or the Senior Lenders’ Lien Claimholder claiming a lack of adequate protection. . (b) Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, : (i1) if the Senior Lenders Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-Priority Junior Lien Collateral Agent, for itself or on behalf of itself and any applicable Second-Priority Secured Partyother Junior Lien Claimholder represented by it, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims Lien Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Junior Lien Obligations are so subordinated to the Liens securing Senior Lender Claims Lien Obligations under this Agreement Agreement; and (2) the Junior Lien Representatives, the Junior Lien Collateral Agents and (ii) Junior Lien Claimholders shall only be permitted to seek adequate protection with respect to their rights in the event Collateral in any Second-Priority Insolvency or Liquidation Proceeding in the form of (A) additional collateral; provided that as adequate protection for the Senior Lien Obligations, each Senior Lien Collateral Agent, on behalf of itself or any applicable Second-Priority Secured Partythe Senior Lien Claimholders represented by it, seeks or requests adequate protection and is also granted a Lien on such adequate protection is granted in the form of additional collateral, then which Lien shall be senior to any Lien of the Junior Lien Representatives, the Junior Lien Collateral Agents and the Junior Lien Claimholders on such Second-Priority additional collateral; (B) replacement Liens on the Collateral; provided that as adequate protection for the Senior Lien Obligations, each Senior Lien Collateral Agent, on behalf of itself or each such Second-Priority Secured Partythe Senior Lien Claimholders represented by it, agrees that is also granted replacement Liens on the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims Collateral, which Liens shall be subordinated senior to the Liens of the Junior Lien Representatives, the Junior Lien Collateral Agents and the Junior Lien Claimholders on such collateral securing the Collateral; (C) an administrative expense claim; provided that as adequate protection for the Senior Lender Claims Lien Obligations, each Senior Lien Representative, on behalf of the Senior Lien Claimholders represented by it, is also granted an administrative expense claim which is senior and prior to the administrative expense claim of the Junior Lien Representatives and the other Junior Lien Claimholders; and (D) cash payments with respect to interest on the Junior Lien Obligations; provided that (1) as adequate protection for the Senior Lien Obligations, each Senior Lien Representative, on behalf of the Senior Lien Claimholders represented by it, is also granted cash payments with respect to interest on the Senior Lien Obligation represented by it and (2) such cash payments do not exceed an amount equal to the interest accruing on the principal amount of Junior Lien Obligations outstanding on the date such relief is granted at the interest rate under the applicable Junior Lien Documents and accruing from the date the applicable Junior Lien Representative is granted such relief. If any such DIP Financing Junior Lien Claimholder receives Post-Petition Interest and/or adequate protection payments in an Insolvency or Liquidation Proceeding (and all Obligations relating thereto“Junior Lien Adequate Protection Payments”) and any other Liens granted the Senior Lien Claimholders do not receive payment in full in cash of all Senior Lien Obligations upon the effectiveness of the plan of reorganization for, or conclusion of, that Insolvency or Liquidation Proceeding, then each Junior Lien Claimholder shall pay over to the Senior Lenders as Lien Claimholders an amount (the “Pay-Over Amount”) equal to the lesser of (i) the Junior Lien Adequate Protection Payments received by such Junior Lien Claimholder and (ii) the amount of the short-fall (the “Short Fall”) in payment in full in cash of the Senior Lien Obligations; provided that to the extent any portion of the Short Fall represents payments received by the Senior Lien Claimholders in the form of promissory notes, equity or other property equal in value to the cash paid in respect of the Pay-Over Amount, the Senior Lien Claimholders shall, upon receipt of the Pay-Over Amount, transfer those promissory notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, to the applicable Junior Lien Claimholders pro rata in exchange for the Pay-Over Amount. Notwithstanding anything herein to the contrary, the Senior Lien Claimholders shall not be deemed to have consented to, and expressly retain their rights to object to, the grant of adequate protection on in the same basis as form of cash payments to the other Liens securing the Second-Priority Claims are so subordinated Junior Lien Claimholders made pursuant to such Liens securing Senior Lender Claims under this AgreementSection 6.3(b).

Adequate Protection. Each Second-Priority AgentThe Junior Lien Representative, on behalf of itself and each applicable Second-Priority Junior Lien Secured Party, agrees in an Insolvency or Liquidation Proceeding that none of them shall object to or contest (or support any other Person contesting) (a) any request by the Intercreditor Agent First Lien Representative or the Senior Lenders any First Lien Secured Party for adequate protection or in any form, (b) any objection by the Intercreditor Agent First Lien Representative or the Senior Lenders any First Lien Secured Party to any motion, relief, action action, or proceeding based on the Intercreditor AgentFirst Lien Representative’s or the Senior Lenders’ any First Lien Secured Party’s claiming a lack of adequate protection, or (c) the allowance and payment of interest, fees, expenses, or other amounts of the First Lien Representative or any First Lien Secured Party as adequate protection or otherwise under Section 506(b) or (c) of the Bankruptcy Code or any similar provision of any Bankruptcy Law. Notwithstanding If the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative expense claim in connection with any DIP Financing or and/or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any Bankruptcy Law, then each Second-Priority Agentthe Junior Lien Representative, for itself and on behalf of itself and any applicable Second-Priority the Junior Lien Secured PartyParties, may seek or request adequate protection in the form of (as applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative expense claim, which Lien is and/or superpriority administrative expense claim (as applicable) will be subordinated to the Liens securing or granted as adequate protection for, and claims with respect to, the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations obligations relating thereto) and/or use of cash collateral on the same basis as the other Liens securing and claims with respect to the Second-Junior Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims and claims with respect to the First Lien Obligations under this Agreement and (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Junior Lien Secured Party, Party seeks or requests adequate protection protection, and such adequate protection is granted in the form of (as applicable) a Lien on additional collateralor replacement collateral and/or a superpriority administrative expense claim, then such Second-Priority Agent, on behalf of itself or each such Second-Priority the Junior Lien Secured Party, agrees Parties agree that the Senior-Priority Agents First Lien Representative shall also be granted (as applicable) a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims and any such DIP Financing First Lien Obligations and/or a senior superpriority administrative expense claim, and that any Lien on such additional collateral or replacement Collateral securing or providing adequate protection for the Second-Junior Priority Claims Obligations and/or superpriority administrative expense claim shall be subordinated to the Liens on such collateral Collateral securing and claims with respect to the Senior Lender Claims First Lien Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens and claims granted to the Senior Lenders First Lien Secured Parties as adequate protection on the same basis as the other Liens securing and claims with respect to the Second-Junior Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims and claims with respect to First Lien Obligations under this Agreement. To the extent that the First Lien Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses and/or other cash payments, then the Junior Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the First Lien Secured Parties to object to the allowance and reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Lien Secured Parties.

Adequate Protection. Each Second-Priority AgentJunior Representative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that none of them shall (x) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or in any form, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s any claims by a Senior Representative or the Senior Lenders’ claiming Secured Party of a lack of adequate protectionprotection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (y) request any form of adequate protection except as permitted by the following sentence. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw and/or a superpriority administrative claim, then each Second-Priority AgentJunior Representative, for itself and on behalf of itself and any applicable Second-each Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, may seek or request request, without objection by any Senior Secured Party, adequate protection in the form of (as applicable) a replacement Lien on such additional collateralor replacement collateral and/or a superpriority administrative claim, which Lien is subordinated to the Liens securing the and granted as adequate protection for all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Junior Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and which superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties; provided, that each Junior Priority Debt Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims, and (ii) in the event any Second-Priority AgentJunior Representatives, for themselves and on behalf of itself the Junior Priority Debt Parties under their Junior Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of a Lien on additional collateralor replacement collateral and/or a superpriority administrative claim, then such Second-Priority AgentJunior Representatives, for themselves and on behalf of itself or each such Second-Junior Priority Secured PartyDebt Party under their Junior Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted entitled to seek without objection from any Junior Priority Debt Party, a senior Lien on such additional or replacement collateral as security adequate protection for the applicable Senior Lender Claims and any such DIP Financing Obligations and/or a superpriority administrative claim, and that any Lien on such additional or replacement collateral securing granted as adequate protection for the Second-Junior Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Junior Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement, and that any superpriority claim is junior and subordinated to the superpriority administrative claim granted as adequate protection to the Senior Secured Parties, and to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral and/or a superpriority administrative claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02.

Adequate Protection. Each Second-Priority Agent(a) In any Insolvency Proceeding involving the Debtor, on behalf of itself and each applicable Second-Priority Secured Party, Second Lien Creditor agrees that none of them no Second Lien Claimholder shall contest object to or contest, (or support any other Person contesting) (ai) any request by the Intercreditor Agent First Lien Creditor or the Senior Lenders other First Lien Claimholder for adequate protection of their interest in the Collateral, including replacement or additional Liens on post-petition assets; (bii) any (x) objection by the Intercreditor Agent First Lien Creditor or the Senior Lenders First Lien Claimholders to any motion, relief, action action, or proceeding based on the Intercreditor Agent’s First Lien Creditor or the Senior Lenders’ First Lien Claimholders claiming a lack of adequate protection. Notwithstanding protection or (y) request by any First Lien Claimholder for relief from the foregoingautomatic stay; or (iii) the payment of interest, in fees, expenses or other amounts to First Lien Creditor or any other First Lien Claimholder under Section 506(b) of the Bankruptcy Code.; (b) In any Insolvency or Liquidation Proceeding, Proceeding involving the Debtor: (i) if the Senior Lenders (any one or any subset thereof) more First Lien Claimholders are granted adequate protection in the form of an additional collateral or replacement Lien (on existing or future assets the Debtor) in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCash Collateral, then each Second-Priority AgentFirst Lien Creditor agrees that Second Lien Creditor shall also be entitled to seek, on behalf of itself and any applicable Second-Priority Secured Partywithout objection from First Lien Claimholders, may seek or request adequate protection in the form of a an additional or replacement Lien (on such additional collateralexisting or future assets the Debtor), which Lien is subordinated additional or replacement Lien, if obtained, shall be subordinate to the Liens securing the Senior Lender Claims and such First Lien Debt (including those under a DIP Financing (and all Obligations relating theretoFinancing) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Debt are so subordinated subordinate to the Liens securing Senior Lender Claims First Lien Debt under this Agreement and Agreement; (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests no Second Lien Claimholder may seek adequate protection and such except for adequate protection is granted permitted pursuant to Section 6.5(a)(iv) or adequate protection in the form of an additional collateralor replacement Lien in and to existing or future assets the Debtor, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, and Second Lien Creditor further agrees that the Senior-Priority Agents First Lien Creditor shall also be granted entitled to seek, without objection from the Second Lien Claimholders, a senior adequate protection Lien on in and to such additional collateral existing or future assets the Debtor as security for the applicable Senior Lender Claims and any such DIP Financing First Lien Debt and that any adequate protection Lien on such additional collateral securing the Second-Priority Claims Second Lien Debt shall be subordinated to the Liens on such collateral senior adequate protection Lien securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection First Lien Debt on the same basis as the other Liens securing the Second-Priority Claims Second Lien Debt are so subordinated to such the Liens securing Senior Lender Claims the First Lien Debt under this Agreement; (iii) if any one or more First Lien Claimholders are granted adequate protection in the form of a super-priority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, then First Lien Creditor agrees that Second Lien Creditor shall also be entitled to seek, without objection from First Lien Claimholders, adequate protection in the form of a super-priority or other administrative expense claim (as applicable), which super-priority or other administrative expense claim, if obtained, shall be subordinate to the super-priority or other administrative expense claim of the First Lien Claimholders (such subordination to include an express provision that the Second Lien Claimholders will not object to (and will consent to) a plan of reorganization that is accepted by the requisite affirmative vote of all classes composed of the secured claims of First Lien Claimholders based upon the failure of such plan of reorganization to pay the Second Lien Claimholders’ super-priority or other administrative expense claims in full in accordance with Section 1129(a)(9)(A) of the Bankruptcy Code); (iv) if any one or more Second Lien Claimholders are granted adequate protection in the form of a super-priority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, then Second Lien Creditor agrees that First Lien Creditor shall also be entitled to seek, without objection from Second Lien Claimholders, adequate protection in the form of a super-priority or other administrative expense claim (as applicable), which super-priority or other administrative expense claim, if obtained, shall be senior to the super-priority or other administrative expense claim of the Second Lien Claimholders; and (v) Second Lien Creditor (A) may seek, without objection from the First Lien Claimholders, adequate protection with respect to the Second Lien Claimholders’ rights in the Collateral in the form of periodic cash payments in an amount not exceeding interest at the non-default contract rate, together with payment of reasonable out-of-pocket expenses, and (B) without the consent of First Lien Creditor, shall not seek any other adequate protection in the form of cash payments with respect to their rights in the Collateral. (c) Neither Second Lien Creditor nor any other Second Lien Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by the First Lien Creditor or any other First Lien Claimholder or the value of any claims of the First Lien Creditor or any other First Lien Claimholder under Section 506(a) of the Bankruptcy Code or any claim by the First Lien Creditor or any other First Lien Claimholder for allowance in any Insolvency Proceeding of First Lien Debt consisting of post-petition interest, fees, or expenses. (d) Neither First Lien Creditor nor any other First Lien Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by the Second Lien Creditor or any other Second Lien Claimholders or the value of any claims of the Second Lien Creditor or any other Second Lien Claimholders under Section 506(a) of the Bankruptcy Code or any claim by the Second Lien Creditor or any other Second Lien Claimholders for allowance in any Insolvency Proceeding of Second Lien Debt consisting of post-petition interest, fees, or expenses.

Adequate Protection. Each Second-Priority AgentThe Trustee, on behalf of itself and each applicable Second-Priority Secured Partythe Noteholders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor Administrative Agent or the Senior Lenders other Secured Parties for adequate protection or (b) any objection by the Intercreditor Administrative Agent or the Senior Lenders other Secured Parties to any motion, relief, action or proceeding which objection is based on the Intercreditor Agent’s Administrative Agent or the Senior Lenders’ other Secured Parties claiming a lack of adequate protection. Notwithstanding the foregoingforegoing contained in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of their cash collateral under Section section 363 or Section section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCode, then each Second-Priority Agentthe Trustee, on behalf of itself and or any applicable Second-Priority Secured Partyof the Noteholders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated junior in priority to the Lender Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Noteholder Claims are so subordinated junior in priority to the Liens securing Senior Lender Claims and Lenders Liens under this Agreement Agreement, and (ii) in the event any Second-Priority Agentthe Trustee, on behalf of itself or any applicable Second-Priority Secured Partyand the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agentthe Trustee, on behalf of itself or each such Second-Priority Secured Partyany of the Noteholders, agrees that the Senior-Priority Agents Secured Parties shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Noteholder Claims shall be subordinated junior in priority to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Priority Noteholder Claims are so subordinated junior in priority to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second-Priority AgentExcept as expressly provided in this Agreement, on behalf nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second-Priority the Secured Party, agrees that none of them shall contest (Parties represented thereby from seeking or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for requesting adequate protection or (b) any objection by with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request including adequate protection in the form of a replacement Lien on such cash payment, periodic cash payments, cash payments of interest, additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing collateral or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event that any Second-Junior Priority Agent, on behalf of itself or any applicable Second-of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of the Junior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateralcollateral comprising assets of the type of assets that constitute Collateral, then such Second-each Junior Priority Agent, on behalf of itself or each such Second-and the Junior Priority Secured PartyCreditors represented thereby, agrees that the Senior-each Senior Priority Agents Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second-Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations and (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise agreed in writing by and all Obligations relating thereto) between or among any applicable Senior Priority Agents, in each case on behalf of itself and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementSecured Parties represented thereby).

Adequate Protection. Each Second-Priority Agent(a) The Second Lien Trustee, on behalf of itself and each applicable Second-Priority Secured Partythe other Second Lien Creditors, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by the Intercreditor First Lien Agent or the Senior Lenders First Lien Creditors for adequate protection or (bii) any objection by the Intercreditor First Lien Agent or the Senior Lenders any other First Lien Creditors to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protection. Notwithstanding . (b) The First Lien Creditors will not raise any objection to a request by the foregoing, in any Insolvency or Liquidation Proceeding, Second Lien Creditors (and the Second Lien Creditors may make requests) for (i) if the Senior Lenders (or any subset thereof) are granted adequate protection payments in the form of additional collateral the Second Lien Creditors retaining a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 relation to the First Lien Creditors as existed prior to the commencement of the United States Code insolvency or any similar Bankruptcy Lawliquidation proceedings as contemplated by clause (a) above, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in (ii) the form of Second Lien Creditors receiving a replacement Lien on such additional collateral, which Lien is subordinated post-petition assets with the same priority relative to the Liens securing First Lien Obligations as existed immediately prior to the Senior Lender Claims commencement of the Insolvency proceeding, and (iii) a superpriority claim junior in all respects to the superpriority claims granted to the First Lien Creditors; provided that, (A) all such Liens, if granted, will be subordinate to all Liens securing the First Lien Obligations (including, without limitation, the first lien adequate protection liens and any “carve-out” agreed to by the First Lien Agent) and any Liens securing DIP Financing (and all Obligations relating theretoFinancing) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iiB) all such superpriority claims, if granted, are junior in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated all respects to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens superpriority claims granted to the Senior Lenders as adequate protection First Lien Creditors on account of any of the First Lien Obligations or granted with respect to the DIP Financing or use of cash collateral on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated under this Agreement and the Second Lien Creditors shall have irrevocably agreed that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. Notwithstanding anything contained in this Agreement to the contrary, if, in connection with any Insolvency Proceeding, (A) any First Lien Creditor seeks or requests adequate protection in the form of a Lien on additional collateral, the Second Lien trustee may, for itself and on behalf of the other Second Lien Creditors, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing First Priority Obligations and DIP Financing Liens on the same basis as the other Liens securing Second Priority Obligations are subordinated to the Liens securing First Priority Obligations under this Agreement or (B) any Second Lien Creditor is granted adequate protection in the form of a Lien on additional collateral, the First Lien Agent will, for itself and on behalf of the other First Lien Creditors, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Liens securing Senior Lender Claims under this AgreementSecond Lien Obligations as security for the First Lien Obligations.

Adequate Protection. (a) Each Second-Priority Agent, on behalf of itself and the Claimholders for whom it acts as Agent, may seek adequate protection of its interest in its respective Priority Collateral and each applicable Second-Priority Secured Partyother Agent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that none of them shall contest (or support any other Person person contesting) (ai) any such request by the Intercreditor Agent or the Senior Lenders for adequate protection by any Priority Agent with respect to its Priority Collateral or (bii) any objection by the Intercreditor any Priority Agent or the Senior Lenders Priority Claimholders to any motion, relief, action or proceeding based on the Intercreditor Agent’s any Priority Agent or the Senior Lenders’ Priority Claimholders claiming a lack of adequate protectionprotection of their interests in their respective Priority Collateral. Notwithstanding the foregoing, in Each Agent acknowledges and agrees that any Insolvency superpriority administrative expense claim granted to such Agent or Liquidation Proceeding, (iarising under 11 U.S.C. § 507(b) if the Senior Lenders (or any subset thereof) are granted as adequate protection of its interest in the form of additional collateral in connection its respective Priority Collateral shall be pari passu with any DIP Financing or use superpriority administrative expense claim granted to any other Agent as adequate protection of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Secondtheir interest in its respective Priority Collateral. (b) Each Non-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Partythe Claimholders for whom it acts as Agent, may seek or request adequate protection of its junior interest in Collateral, subject to the provisions of this Agreement, only if (A) any Priority Agent is granted adequate protection in the form of a replacement Lien on post-petition collateral of the same type as the Priority Collateral, and (B) such additional collateralprotection requested by such Agent is in the form of a replacement Lien on such post-petition collateral of the same type as the Priority Collateral, which Lien is Lien, if granted, will be subordinated to the adequate protection Liens granted in favor of such Priority Agent on such post-petition collateral and the Liens securing the Senior Lender Claims and such any DIP Financing financing (and all Obligations relating thereto) secured by such Priority Collateral on the same basis as the other Liens securing the Secondof such Non-Priority Claims Agent on such Priority Collateral are so subordinated to the Liens securing Senior Lender Claims of such Priority Agent on such Priority Collateral under this Agreement and (ii) in Agreement. In the event any Secondthat a Non-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Partyof the Claimholders for whom it acts as Agent, seeks or requests (or is otherwise granted) adequate protection and such adequate protection is granted of its junior interest in Collateral in the form of a replacement Lien on additional collateralcollateral in any form, then such SecondAgent, on behalf of itself and the Claimholders for whom it acts as Agent, agrees that (i) any other Non-Priority Agent also holding a junior interest in such Collateral shall also be granted a replacement lien on such additional collateral as adequate protection of such junior interest in such Collateral and that such Non-Priority Agent’s replacement Lien shall be pari passu to the replacement Lien of such other Non-Priority Agent and (ii) each Priority Agent shall also be granted a replacement Lien on such additional collateral as adequate protection of its senior interest in Collateral and that such Agent’s replacement Lien shall be subordinated to the replacement Lien of each such Priority Agent. If any Agent or Claimholder receives as adequate protection a Lien on post-petition assets of the same type as its pre-petition Priority Collateral, then such post-petition assets shall also constitute Priority Collateral of such Person to the extent of any allowed claim secured by such adequate protection Lien. (c) Each Non-Priority Agent on behalf of itself and the Non-Priority Claimholders for whom it acts as Agent, may seek and receive additional adequate protection of its junior interest in Collateral, subject to the provisions of this Agreement, in the form of a superpriority administrative expense claim, including a claim arising under 11 U.S.C. § 507(b), which superpriority administrative expense claim shall be junior in all respects to any superpriority administrative expense claim granted to the Priority Claimholders with respect to such Collateral and pari passu in all respects with any superpriority administrative expense claim granted to any other Non-Priority Claimholders with respect to such Collateral. In the event that a Non-Priority Agent, on behalf of itself or each such Secondand the Non-Priority Secured PartyClaimholders for whom it acts as Agent, seeks or receives protection of its junior interest in Collateral and is granted a superpriority administrative expense claim, including a claim arising under 11 U.S.C. § 507(b), then such Non-Priority Agent, on behalf of itself and the Non-Priority Claimholders for whom it acts as Agent, agrees that (i) the SeniorPriority Claimholders shall receive a superpriority administrative expense claim which shall be senior in all respects to the superpriority administrative expense claim granted to such Agent with respect to such Collateral and (ii) any other Non-Priority Agents Claimholders shall also be granted receive a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims superpriority administrative expense claim which shall be subordinated to pari passu in all respects with the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens superpriority administrative expense claim granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated such Agent with respect to such Liens securing Senior Lender Claims under this AgreementCollateral.

Adequate Protection. Each Second-Priority The Term Collateral Agent, on behalf of itself and each applicable Second-Priority the Term Secured PartyParties, agrees that none of them shall contest (or support any other Person person contesting) (ai) any request by the Intercreditor ABL Collateral Agent or the Senior Lenders ABL Secured Parties for adequate protection with respect to any ABL Priority Collateral or (bii) any objection by the Intercreditor ABL Collateral Agent or the Senior Lenders ABL Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s ABL Collateral Agent or the Senior Lenders’ ABL Secured Parties claiming a lack of adequate protectionprotection with respect to the ABL Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 3.5(c), in any Insolvency or Liquidation Proceeding, (iA) if the Senior Lenders ABL Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting ABL Priority Collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-Priority the Term Collateral Agent, on behalf of itself and or any applicable Second-Priority of the Term Secured PartyParties, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims ABL Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on ABL Priority Collateral securing the Second-Priority Claims Term Obligations are so subordinated to the Liens securing Senior Lender Claims ABL Obligations under this Agreement Agreement, and (iiB) in the event any Second-Priority the Term Collateral Agent, on behalf of itself or any applicable Second-Priority and the Term Secured PartyParties, seeks or requests adequate protection in respect of ABL Priority Collateral securing Term Obligations and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting ABL Priority Collateral, then such Second-Priority the Term Collateral Agent, on behalf of itself or each such Second-Priority any of the Term Secured PartyParties, agrees that the Senior-Priority Agents ABL Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims ABL Obligations and for any such DIP Financing provided by the ABL Secured Parties and that any Lien on such additional collateral securing the Second-Priority Claims Term Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims ABL Obligations and any such DIP Financing provided by the ABL Secured Parties (and all Obligations obligations relating thereto) and to any other Liens granted to the Senior Lenders ABL Secured Parties as adequate protection on the same basis as the other Liens on ABL Priority Collateral securing the Second-Priority Claims Term Obligations are so subordinated to such Liens securing Senior Lender Claims ABL Obligations under this Agreement.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (a) object, contest (or support any other Person contesting) objecting to or contesting (ai) any request by the Intercreditor Agent Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (bii) any objection by the Intercreditor Agent Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor AgentSenior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (iii) the payment of interest, fees, expenses or other amounts of the Senior Representative or any other Senior Secured Party under Section 506(b) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law or (b) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i1) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateralcollateral or superpriority claim, which Lien or superpriority claim is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (ii2) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional collateralcollateral or superpriority claims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents Senior Representative shall also be granted (as applicable) a senior superpriority claim or senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Obligations, and that any Lien on such additional collateral securing the Second-Second Priority Claims Debt Obligations or superpriority claim granted to the Second Priority Debt Parties shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments, or otherwise with the consent of the Senior Representative, then the Designated Second Priority Representative and the Second Priority Debt Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties. In addition, to the extent the Senior Secured Parties are awarded or otherwise granted an allowed claim in any Insolvency or Liquidation Proceeding with respect to post-petition interest, nothing herein shall prevent the Second Priority Debt Parties from seeking or otherwise asserting a claim for post-petition interest to the extent of the value of the Lien of the Second Priority Debt Parties on the Shared Collateral (after taking into account the Senior Obligations).

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Senior Collateral Agent’s or the any Senior Lenders’ Representative’s or Senior Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of the Senior Collateral Agent, any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.04 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy LawLaw and the Senior Collateral Agent and the other Senior Secured Parties do not object to the adequate protection being provided to the Senior Secured Parties, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (ii) in the event any Second-of the Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents Senior Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or in any form, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional or replacement collateral, which Lien is subordinated to the Liens securing the and providing adequate protection for all Senior Lender Claims Debt Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Debt Obligations under this Agreement and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted in the form of a Lien on additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims Debt Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Debt Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Debt Obligations under this Agreement. In addition, if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of a superpriority administrative claim in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a superpriority administrative claim, which claim is subordinated to the claims related to the Senior Debt Obligations and such DIP Financing. Notwithstanding anything to the contrary in the foregoing, the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall be prohibited from seeking and retaining adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses and interest and/or other cash payments, regardless of whether or not the Senior Secured Parties are granted any such adequate protection.

Adequate Protection. Each Second-Junior Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, agrees that none of them shall (i) object to, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party for adequate protection or in any form, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Party to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (ii) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this 15 NOTE The final form of this Agreement may include a cap on DIP Financing of not less than 120% of the foregoingSenior Obligations outstanding as of the date of this agreement if reasonably required by the Junior Lien Credit Agreement Secured Parties and agreed to by the Designated Senior Representative (in its sole discretion and without the need for further consent by any other Senior Representative or any other Senior Secured Party). Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second-Junior Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which (A) Lien is subordinated to the Liens securing all Senior Obligations and all adequate protection Liens granted to the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) Secured Parties, on the same basis as the other Liens securing the Second-Junior Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and and/or (B) superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Junior Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement; provided that each Junior Priority Debt Party shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims, (ii) in the event any Second-Junior Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable Second-the Junior Priority Secured PartyDebt Parties under their Junior Priority Debt Facilities, seeks or requests are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and such adequate protection is granted conditions of this Agreement) in the form of a Lien on additional or replacement collateral, then such Second-Junior Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Junior Priority Secured PartyDebt Party under their Junior Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as adequate protection and security for the applicable Senior Lender Claims and any such DIP Financing Obligations and that any Lien on such additional or replacement collateral securing and granted as adequate protection with respect to the Second-Junior Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Junior Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Junior Priority Debt Parties shall be subject to Section 4.02), and/or (iii) in the event any Junior Priority Representatives, for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt Facilities, are granted adequate protection (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Junior Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Junior Priority Debt Party pursuant to or as a result of any such superpriority claim so granted to the Junior Priority Debt Parties shall be subject to Section 4.02). Without limiting the generality of the foregoing, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses (including, without limitation, professional and advisors’ fees contemplated by the Senior Debt Documents), and/or other cash payments, then each Junior Priority Representatives, for themselves and on behalf of each Junior Priority Debt Party under their Junior Priority Debt Facilities, shall not be prohibited from seeking and accepting adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Junior Priority Debt Parties.

Adequate Protection. Each Second-Priority Agent(a) In any Insolvency Proceeding involving a Grantor, on behalf of itself and each applicable Second-Priority Secured Party, Collateral Agent agrees that none of them no Second Lien Creditor shall contest (or support any other Person person contesting) ): (ai) any request by the Intercreditor First Lien Agent or the Senior Lenders other First Lien Creditors for adequate protection or protection; or (bii) any objection by the Intercreditor First Lien Agent or the Senior Lenders First Lien Creditors to any motion, relief, action action, or proceeding based on the Intercreditor Agent’s First Lien Agent or the Senior Lenders’ First Lien Creditors claiming a lack of adequate protection. Notwithstanding the foregoing, in . (b) In any Insolvency or Liquidation Proceeding, Proceeding involving a Grantor: (i) if the Senior Lenders (any one or any subset thereof) more First Lien Creditors are granted adequate protection in the form of additional collateral a replacement Lien (on existing or future assets of Grantors) in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCash Collateral, then each Second-Priority AgentFirst Lien Agent agrees that Collateral Agent shall also be entitled to seek, on behalf of itself and any applicable Second-Priority Secured Partywithout objection from First Lien Creditors, may seek or request adequate protection in the form of a replacement Lien (on such additional collateralexisting or future assets of Grantors), which Lien is subordinated replacement Lien, if obtained, shall be subordinate to the Liens securing the Senior Lender Claims and such First Lien Obligations (including those under a DIP Financing (and all Obligations relating theretoFinancing) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated subordinate to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and Agreement; and (ii) in the event if any Second-Priority Agent, on behalf of itself one or any applicable Second-Priority Secured Party, seeks or requests more First Lien Creditors are granted adequate protection and such adequate protection is granted in the form of additional collateralan expense of administration claim in connection with any DIP Financing or use of Cash Collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, First Lien Agent agrees that the Senior-Priority Agents Collateral Agent shall also be granted a senior entitled to seek, without objection from First Lien on such additional collateral as security for Creditors, adequate protection in the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims form of an expense of administration claim, which administration claim, if obtained, shall be subordinated subordinate to the Liens on such collateral securing administration claim of the Senior Lender Claims and any such DIP Financing First Lien Creditors. (and all Obligations relating theretoc) and Neither Collateral Agent nor any other Liens granted to the Senior Lenders as adequate protection on the same basis as the Second Lien Creditor shall object to, oppose, or challenge any claim by First Lien Agent or any First Lien Creditor for allowance in any Insolvency Proceeding of First Lien Obligations consisting of post-petition interest, fees, or expenses. (d) Neither First Lien Agent nor any other Liens securing the SecondFirst Lien Creditor shall object to, oppose, or challenge any claim by Collateral Agent or any Second Lien Creditor for allowance in any Insolvency Proceeding of Second Lien Obligations consisting of post-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreementpetition interest, fees, or expenses.

Adequate Protection. Each Second-Priority The Second Lien Agent, on behalf of itself and each applicable Second-Priority the other Second Lien Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by the Intercreditor Collateral Agent, the First Lien Agent or the Senior Lenders First Lien Secured Parties for adequate protection or (bii) any objection by the Intercreditor Collateral Agent, the First Lien Agent or the Senior Lenders any other First Lien Secured Party to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (iii) the payment of interest, fees, expenses or other amounts to the Collateral Agent or the First Lien Agent or any other First Lien Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoinganything contained in this Section and in Section 5.02, in any Insolvency or Liquidation Proceeding, (ix) the Second Lien Agent and the Second Lien Secured Parties, may seek, support, accept or retain adequate protection (A) only if the Senior Lenders (or any subset thereof) First Lien Secured Parties are granted adequate protection that includes replacement Liens on additional collateral and superpriority claims and the First Lien Secured Parties do not object to the adequate protection being provided to the Second Lien Secured Parties and (B) solely in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of (a) a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such any DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and (iib) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Secured Parties, and (y) in the event any Second-Priority the Second Lien Agent, on behalf of itself and the Second Lien Secured Parties, receives adequate protection, including in the form of additional collateral, then the Second Lien Agent, on behalf of itself or any applicable Second-Priority of the Second Lien Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured PartyParties, agrees that the Senior-Priority Agents First Lien Secured Parties shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the applicable Senior Lender Claims and any such DIP Financing First Lien Obligations and that any Lien on such any additional collateral securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such the Liens securing Senior Lender Claims such First Lien Obligations under this Agreement.

Adequate Protection. Each Second-Priority The Term Administrative Agent, on behalf of itself and each applicable Second-Priority Secured Partythe Term Claimholders, agrees that none of them shall contest (or support any other Person person contesting) (a) any request by the Intercreditor Agent Senior Indebtedness Representative or the Senior Lenders Revolving Claimholders for adequate protection or (b) any objection by the Intercreditor Agent Senior Indebtedness Representative or the Senior Lenders Revolving Claimholders to any motion, relief, action or proceeding based on the Intercreditor Agent’s Senior Indebtedness Representative or the Senior Lenders’ Revolving Claimholders claiming a lack of adequate protection. Notwithstanding the foregoingforegoing provisions in Section 6.1 or this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Revolving Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-Priority the Term Administrative Agent, on behalf of itself and or any applicable Second-Priority Secured Partyof the Term Claimholders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims Indebtedness and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims Indebtedness under this Agreement Agreement, and (ii) in the event any Second-Priority the Term Administrative Agent, on behalf of itself or any applicable Second-Priority Secured Partyand the Term Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then such Second-Priority the Term Administrative Agent, on behalf of itself or each such Second-Priority Secured Partyany of the Term Claimholders, agrees that the Senior-Priority Agents Senior Indebtedness Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Indebtedness and for any such DIP Financing provided by the Senior Revolving Claimholders and that any Lien on such additional collateral securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Indebtedness and any such DIP Financing provided by the Senior Revolving Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Senior Lenders Revolving Claimholders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such Liens securing Senior Lender Claims Indebtedness under this Agreement. Except as set forth above, the Term Administrative Agent shall not be limited from seeking adequate protection with respect to its rights in the Collateral in any Insolvency or Liquidation Proceeding (including, without limitation, adequate protection in the form of cash payments of interest or otherwise).

Adequate Protection. Each Second-Priority AgentThe Trustee, on behalf of itself and each applicable Second-Priority Secured Partythe Noteholders, agrees that none of them shall contest (or support any other Person contesting) ) (a) any request by the Intercreditor Credit Agent or the Senior Lenders for adequate protection or (b) any objection by the Intercreditor Credit Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Credit Agent’s 's or the Senior Lenders’ ' claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agentthe Trustee, on behalf of itself and any applicable Second-Priority Secured Partyof the Noteholders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Noteholder Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Agentthe Trustee, on behalf of itself or any applicable Second-Priority Secured Partyand the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agentthe Trustee, on behalf of itself or each such Second-Priority Secured Partyany of the Noteholders, agrees that the Senior-Priority Agents Credit Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Noteholder Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Noteholder Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. Each Second-Priority AgentExcept to the extent expressly provided in Section 6.1 and this Section 6.9, on behalf nothing in this Agreement shall limit the rights of itself any Agent and each applicable Second-Priority the Secured Party, agrees that none of them shall contest (Parties represented thereby from seeking or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for requesting adequate protection or (b) any objection by with respect to their interests in the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, applicable Collateral in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, fees, or expenses, or additional or replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing claims, or otherwise; provided that (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (iia) in the event that any Second-Junior Priority Agent, on behalf of itself or any applicable Second-of the Junior Priority Secured PartyCreditors represented thereby, seeks or requests adequate protection in respect of the Junior Priority Obligations and such adequate protection is granted in the form of additional collateralor replacement collateral comprising assets of the type of assets that constitute Collateral, then such Second-each Junior Priority Agent, on behalf of itself or each such Second-and the Junior Priority Secured PartyCreditors represented thereby, agrees that the Senior-each Senior Priority Agents Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing Priority Obligations and that any Lien on such additional collateral securing the Second-Junior Priority Claims Obligations shall be subordinated subordinate to the Liens any Lien on such collateral securing the Senior Lender Claims Priority Obligations; (b) in the event that any Senior Priority Agent, for or on behalf of itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority Obligations and such adequate protection is granted in the form of additional or replacement collateral comprising assets of the type of assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, agrees that each other Senior Priority Agent shall also be granted a pari passu Lien on such collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any such DIP Financing Lien on such collateral securing such Senior Priority Obligations shall be pari passu to each such other Lien on such collateral securing such other Senior Priority Obligations; and (c) in the event that any Junior Priority Agent, on behalf of itself or any of the Junior Priority Creditors represented thereby, seeks or requests adequate protection in respect of the Junior Priority Obligations and such adequate protection is granted in the form of a superpriority administrative expense claim, including a claim arising under Section 507(b) of the Bankruptcy Code, then each Junior Priority Agent, on behalf of itself and the Junior Priority Creditors represented thereby, agrees that that each Senior Priority Agent shall also be granted a superpriority administrative expense claim, which shall be senior in all Obligations relating thereto) and respects to any other Liens such superpriority administrative expense claim granted to the Junior Priority Agent with respect to the Collateral. Each Senior Lenders as Priority Agent, on behalf of itself and the Senior Priority Creditors represented thereby, agrees that it will not raise or directly or indirectly support any objection to the granting of any adequate protection on to any Junior Priority Agent in the same basis as form of a junior Lien or superiority administrative expense claim that is consistent with the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under terms of this AgreementSection 6.9.

Adequate Protection. Each Second-Priority (a) The Second Lien Administrative Agent, on behalf of itself and each applicable Second-Priority Secured Partythe Second Lien Claimholders, agrees that none of them shall contest or object to, (or support any other Person contestingperson contesting or objecting to) (ai) any request by the Intercreditor First Lien Administrative Agent or the Senior Lenders First Lien Claimholders for adequate protection or (bii) any objection by the Intercreditor First Lien Administrative Agent or the Senior Lenders First Lien Claimholders to any motion, relief, action or proceeding based on the Intercreditor Agent’s First Lien Administrative Agent or the Senior Lenders’ First Lien Claimholders claiming a lack of adequate protection. Notwithstanding the foregoing, in In any Insolvency or Liquidation Proceeding, the Second Lien Administrative Agent, on behalf of itself and the Second Lien Claimholders, may seek adequate protection in respect of the Second Lien Obligations, subject to the provisions of this Agreement, only if (iA) if the Senior Lenders First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of including replacement liens on post-petition collateral, and (B) such additional protection requested by the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection Second Lien Administrative Agent is in the form of a replacement Lien on such additional collateral, which Lien is Lien, if granted, will be subordinated to the adequate protection Liens securing the Senior Lender Claims First Lien Obligations and such the Liens securing any DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims the First Lien Obligations under this Agreement and (ii) in the Liens securing any such DIP Financing. In the event any Second-Priority the Second Lien Administrative Agent, on behalf of itself or any applicable Second-Priority Secured Partyof the Second Lien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then such Second-Priority the Second Lien Administrative Agent, on behalf of itself or each such Second-Priority Secured Partyand the Second Lien Claimholders, agrees that as a condition to the Senior-Priority Agents Second Lien Administrative Agent’s receipt of such Lien, the First Lien Administrative Agent also shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and for any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and to any other Liens granted to the Senior Lenders First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such the Liens securing Senior Lender Claims the First Lien Obligations under this AgreementAgreement and the Liens securing any DIP Financing. Each of the Second Lien Lenders agrees, pursuant to Section 1129(a)(9) of the Bankruptcy Code, that such junior superpriority claims (including any claim arising under 11 U.S.C. §507(b)) may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims. Each of the Second Lien Lenders agrees that, upon the request of the First Lien Administrative Agent, they shall waive a right to distributions of proceeds of Avoidance Actions in respect of any claim granted to the Second Lien Lenders in connection with the DIP Financing or cash collateral usage or arising as a result of the Second Lien Lenders’ rights under 11 U.S.C. §507(b). Each of the Second Lien Lenders agrees that except as expressly set forth in this Section, none of them shall seek or accept adequate protection without the prior written consent of the First Lien Administrative Agent.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent any Senior Representative or the any Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Representative’s or the Senior Lenders’ Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding the foregoinganything contained in this Section 6.3 or in Section 6.1, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyDebt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing the all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (B) superpriority claim is subordinated to all superpriority claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or any applicable Second-Priority Secured Party, seeks or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyDebt Party under their Second Priority Debt Facilities, agrees agree that the Senior-Priority Agents each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable Senior Lender Claims Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Second Priority Claims Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second Priority Debt Parties.

Adequate Protection. Each Second-Priority The Trustee and the Parity Lien Collateral Agent, on behalf of itself themselves and each applicable Second-Priority Secured Partythe Noteholders, agrees agree that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor First-Lien Agent or the Senior Lenders for adequate protection that provides for materially equal treatment for the Trustee and the Parity Lien Collateral Agent, on behalf of themselves and the Noteholders, with the same priority relative to the Senior Lender Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding or (b) any objection by the Intercreditor First-Lien Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor First-Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Parity Lien Collateral Agent, for itself and on behalf of itself the Trustee, any other agent, trustee or representative for Parity Lien Debt and any applicable Second-Priority Secured Partythe Noteholders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which provided that the Senior Lenders are granted a Lien is on such additional collateral before or at the same time the Noteholders are granted a Lien on such collateral and that such Lien shall be subordinated to the Senior Lenders Liens securing the Senior Lender Claims and such any DIP Financing permitted under Section 6.01 (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Parity Lien Claims are so subordinated to the Liens securing Senior Lender Claims the First-Lien Indebtedness under this Agreement and (ii) in the event any Second-Priority that Parity Lien Collateral Agent, for itself and on behalf of itself the Trustee, any other agent, trustee or any applicable Second-Priority Secured Partyrepresentative for Parity Lien Debt and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims Parity Lien Claims, such Liens shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First-Lien Indebtedness and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Parity Lien Claims are so subordinated to such Liens securing the Senior Lender Claims under this AgreementAgreement and such additional collateral shall be included in and be part of the Common Collateral. Except as provided in this Section 6.03, the Parity Lien Collateral Agent, for itself and on behalf of the Trustee, any other agent, trustee or representative for Parity Lien Debt and the Noteholders, further agrees that, without the consent of the First-Lien Agent in its sole discretion, they will not seek or accept any payments of adequate protection or any payments under Bankruptcy Code Section 362(d)(3)(B). Notwithstanding anything to the contrary in this Section 6.03, the Trustee and the Parity Lien Collateral Agent, on behalf of themselves and the Noteholders, may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of the Senior Lender Claims.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that none of them shall object to, contest (or support any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent any Senior Priority Representative or the any Senior Lenders Priority Secured Parties for adequate protection or in any form, (b) any objection by the Intercreditor Agent any Senior Priority Representative or the any Senior Lenders Priority Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agentany Senior Priority Representative’s or the Senior Lenders’ Priority Secured Party’s claiming a lack of adequate protectionprotection or (c) the allowance and/or payment of pre- and/or post-petition interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate protection or otherwise). Notwithstanding the foregoinganything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a Lien on additional or replacement collateral and/or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and any applicable Second-each Second Priority Secured PartyParty under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien on such additional collateralor replacement collateral and/or a superpriority claim (as applicable), which Lien and/or superpriority claim (as applicable) is subordinated to the Liens securing the securing, and claims with respect to, all Senior Lender Claims Obligations and such DIP Financing (and all Obligations obligations relating thereto) and any other Liens or claims granted to the Senior Priority Secured Parties as adequate protection, on the same basis as the other Liens securing securing, and claims with respect to, the Second-Second Priority Claims Debt Obligations are so subordinated to the Liens securing securing, and claims with respect to, Senior Lender Claims Obligations under this Agreement and (ii) in the event any Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or any applicable Second-the Second Priority Secured PartyParties under their Second Priority Debt Facilities, seeks seek or requests request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a Lien on additional collateralor replacement collateral and/or a superpriority claim, then such Second-Second Priority AgentRepresentatives, for themselves and on behalf of itself or each such Second-Second Priority Secured PartyParty under their Second Priority Debt Facilities, agrees agree that the Senior-each Senior Priority Agents Representative shall also be granted a senior Lien on such additional or replacement collateral as security and adequate protection for the applicable Senior Lender Claims Obligations and any such DIP Financing and/or a superpriority claim (as applicable) and that any Lien on such additional or replacement collateral securing or providing adequate protection for the Second-Second Priority Claims Debt Obligations and/or superpriority claim (as applicable) shall be subordinated to the Liens on such collateral securing securing, and claims with respect to, the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations obligations relating thereto) and any other Liens or claims granted to the Senior Lenders Priority Secured Parties as adequate protection on the same basis as the other Liens securing securing, and claims with respect to, the Second-Second Priority Claims Debt Obligations are so subordinated to such Liens securing securing, and claims with respect to, Senior Lender Claims Obligations under this Agreement. Without limiting the generality of the foregoing, to the extent that the Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Secured Parties.

Adequate Protection. Each Second-(a) Until the Discharge of First Priority AgentObligations has occurred, each of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each on behalf of itself and the other Second Priority Claimholders, agrees that none of them shall seek (or support any other Person seeking), and does hereby waive any right, privilege, power and remedy to seek, adequate protection pursuant to Section 361, 362, 363 or 364 of the Bankruptcy Code or any similar relief under any Bankruptcy Law (“ADEQUATE PROTECTION”); provided, however, that the Second Priority Collateral Trustee, on behalf of itself and the other Second Priority Claimholders, may seek a junior Lien on the same assets with respect to which a United States bankruptcy court has granted a lien as Adequate Protection to secure the First Priority Obligations so long as (i) such junior Lien is subject to the same Lien subordination arrangements as set forth in this Agreement; and (ii) the Second Priority Indenture Trustee, the Second Priority Collateral Trustee and the other Second Priority Claimholders each applicable Second-waive all rights, privileges, powers and remedies, if any, to seek and receive payment in cash of any claims arising by virtue of such Liens, unless the Discharge of First Priority Secured PartyObligations has occurred. (b) Each of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each on behalf of itself and the other Second Priority Claimholders, agrees that none of them shall contest (or support any other Person contesting) ), and does hereby waive any right, privilege, power and remedy to contest: (ai) any request by the Intercreditor Agent First Priority Collateral Trustee or any of the Senior Lenders other First Priority Claimholders for adequate protection or Adequate Protection; or (bii) any objection by the Intercreditor Agent First Priority Indenture Trustee, the First Priority Collateral Trustee, or any of the Senior Lenders other First Priority Claimholders to any motion, relief, action or proceeding based on the Intercreditor Agent’s First Priority Indenture Trustee, the First Priority Collateral Trustee or any of the Senior Lenders’ other First Priority Claimholders claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, Adequate Protection. (ic) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (ii) in the event any Second-Priority Agent, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other All Liens granted to the Senior Lenders Second Priority Collateral Trustee or otherwise for the benefit of the Second Priority Claimholders, whether as adequate protection on Adequate Protection or otherwise, are intended by the same basis as parties hereto to be and for all purposes shall be deemed to be subject to the Lien priority and other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under provisions of this Agreement.

Adequate Protection. Each Second-(a) The Junior Priority Collateral Agent, on behalf of itself and each applicable Second-the Junior Priority Secured PartyClaimholders, agrees that none of them shall contest (or support any other Person contesting) ): (a1) any request by the Intercreditor any Senior Priority Collateral Agent or the Senior Lenders Priority Claimholders for adequate protection or with respect to the Collateral; or (b2) any objection by the Intercreditor any Senior Priority Collateral Agent or the Senior Lenders Priority Claimholders to any motion, relief, action or proceeding based on the Intercreditor Agent’s any Senior Priority Collateral Agent or the Senior Lenders’ Priority Claimholder claiming a lack of adequate protection. protection in any form; (b) Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, : (i1) if the Senior Lenders Priority Claimholders (or any subset thereof) are granted adequate protection with respect to the Collateral in the form of additional or replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Collateral) in connection with any Cash Collateral use or DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-the Junior Priority Collateral Agent, on behalf of itself and or any applicable Second-of the Junior Priority Secured PartyClaimholders, may seek or request adequate protection with respect to its interests in such Collateral in the form of a replacement Lien on such the same additional or replacement collateral, which Lien is will be subordinated to the Liens securing and granted as adequate protection for the Senior Lender Claims Priority Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing of the Second-Junior Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and Collateral Agent on Collateral; and (ii2) in the event any Second-the Junior Priority Collateral Agent, on behalf of itself or any applicable Second-of the Junior Priority Secured PartyClaimholders, seeks or requests adequate protection in respect of Collateral and such adequate protection is granted in the form of additional collateralor replacement collateral of the Credit Parties (even if such collateral is not of a type which would otherwise have constituted Collateral), then such Second-the Junior Priority Collateral Agent, on behalf of itself or each such Second-and any of the Junior Priority Secured PartyClaimholders, agrees that the Senior-Senior Priority Collateral Agents shall also be granted a senior Lien Liens on such the same additional or replacement collateral as security adequate protection for the applicable Senior Lender Claims Priority Obligations, and Junior Priority Collateral Agent, on behalf of itself and any such DIP Financing and of the Junior Priority Claimholders, agree that any Lien on such additional or replacement collateral securing or granted as adequate protection for the Second-Junior Priority Claims Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and to any other Liens granted to the Senior Lenders Priority Claimholders as adequate protection with respect to the Collateral, all on the same basis as the other Liens securing of the Second-Senior Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this AgreementCollateral Agents on Collateral.

Adequate Protection. Each Second-Priority The Second Lien Collateral Agent, on behalf of itself and each applicable Second-Priority Secured Partythe Second Lien Claimholders, agrees that none of them shall contest (or support any other Person person contesting) (a) any request by the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Claimholders for adequate protection or (b) any objection by the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Claimholders to any motion, relief, action or proceeding based on the Intercreditor Agent’s First Lien Collateral Agent or the Senior Lenders’ First Lien Claimholders claiming a lack of adequate protection. Notwithstanding the foregoingforegoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-Priority the Second Lien Collateral Agent, on behalf of itself and or any applicable Second-Priority Secured Partyof the Second Lien Claimholders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement Agreement, and (ii) in the event any Second-Priority the Second Lien Collateral Agent, on behalf of itself or any applicable Second-Priority Secured Partyand the Second Lien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then such Second-Priority the Second Lien Collateral Agent, on behalf of itself or each such Second-Priority Secured Partyany of the Second Lien Claimholders, agrees that the Senior-Priority Agents First Lien Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and for any such DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Senior Lenders First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First Lien Obligations under this Agreement.

Adequate Protection. Each Second-Second Priority Agent, on behalf of itself and each the applicable Second-Second Priority Secured PartyLenders, agrees that none of them shall contest (or support any other Person contesting) ) (a) any request by the Intercreditor Credit Agent or the Senior First Priority Lenders for adequate protection or (b) any objection by the Intercreditor Credit Agent or the Senior First Priority Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s Credit Agent or the Senior Lenders’ First Priority Lenders claiming a lack of adequate protection. Notwithstanding the foregoingforegoing contained in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior First Priority Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Second Priority Agent, on behalf of itself and or any of the applicable Second-Second Priority Secured PartyLenders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is Lien, if any, shall be subordinated to the Liens securing the Senior Lender First Priority Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to the Liens securing Senior Lender First Priority Claims under this Agreement Agreement, and (ii) in the event any Second-a Second Priority Agent, on behalf of itself or any applicable Second-and the Second Priority Secured PartyLenders, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority Agent, on behalf of itself or each such Second-any of the applicable Second Priority Secured PartyLenders, agrees that the Senior-Priority Agents Credit Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender First Priority Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender First Priority Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior First Priority Lenders as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to such Liens securing Senior Lender First Priority Claims under this Agreement.

Adequate Protection. Each Second-Priority The Second Lien Agent, on behalf of itself and each applicable Second-Priority the other Second Lien Secured PartyParties, agrees that none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by the Intercreditor Collateral Agent, the First Lien Agent or the Senior Lenders First Lien Secured Parties for adequate protection or (bii) any objection by the Intercreditor Collateral Agent, the First Lien Agent or the Senior Lenders any other First Lien Secured Party to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection or (iii) the payment of interest, fees, expenses or other amounts to the Collateral Agent or the First Lien Agent or any other First Lien Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoinganything contained in this Section and in Section 5.02, in any Insolvency or Liquidation Proceeding, (ix) the Second Lien Agent and the Second Lien Secured Parties, may seek, support, accept or retain adequate protection (A) only if the Senior Lenders (or any subset thereof) First Lien Secured Parties are granted adequate protection that includes replacement Liens on additional collateral and superpriority claims and the First Lien Secured Parties do not object to the adequate protection being provided to the Second Lien Secured Parties and (B) solely in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of (a) a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement and (iib) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Secured Parties, and (y) in the event any Second-Priority the Second Lien Agent, on behalf of itself and the Second Lien Secured Parties, receives adequate protection, including in the form of additional collateral, then the Second Lien Agent, on behalf of itself or any applicable Second-Priority of the Second Lien Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured PartyParties, agrees that the Senior-Priority Agents First Lien Secured Parties shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the applicable Senior Lender Claims and any such DIP Financing First Lien Obligations and that any Lien on such any additional collateral securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders First Lien Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such the Liens securing Senior Lender Claims such First Lien Obligations under this Agreement.

Adequate Protection. Each Second-Priority (a) The Term Facility Agent, on behalf of itself and each applicable Second-Priority the other Term Facility Secured PartyParties, agrees that that, prior to the Revolving Facility Obligations Payment Date, so long as the Revolving Facility Agent and the other Revolving Facility Secured Parties comply with Section 5.4(b), none of them shall contest (object, contest, or support any other Person objecting to or contesting) , (ai) any request by the Intercreditor Revolving Facility Agent or the Senior Lenders other Revolving Facility Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the Revolving Facility Agent or the other Revolving Facility Secured Parties or (bii) any objection by the Intercreditor Revolving Facility Agent or the Senior Lenders any other Revolving Facility Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a claim of a lack of adequate protectionprotection in the Common Collateral or (iii) the payment of interest, fees, expenses or other amounts to the Revolving Facility Agent or any other Revolving Facility Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding The Term Facility Agent, on behalf of itself and the foregoingother Term Facility Secured Parties, further agrees that, prior to the Revolving Facility Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the Revolving Facility Liens for costs or expenses of preserving or disposing of any Revolving Facility Priority Collateral. Subject to all other provisions of this Agreement, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders Revolving Facility Secured Parties (or any subset thereof) are granted adequate protection in the form consisting of additional collateral that constitutes Revolving Facility Priority Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any Revolving Facility DIP Financing or use of cash collateral, and the Revolving Facility Secured Parties do not object to the adequate protection being provided to them, then in connection with any such Revolving Facility DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Term Facility Agent, on behalf of itself and any applicable Second-of the Term Facility Secured Parties, may, as adequate protection of their interests in the Revolving Facility Priority Secured PartyCollateral, may seek or request accept (and the Revolving Facility Agent and the Revolving Facility Secured Parties shall not object to) adequate protection in the form consisting solely of (x) a replacement Lien on such the same additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Revolving Facility Obligations and such Revolving Facility DIP Financing (and all Obligations relating thereto) on the same basis as the other Term Facility Liens securing on the Second-Revolving Facility Priority Claims Collateral are so subordinated to the Liens securing Senior Lender Claims Revolving Facility Obligations under this Agreement and (iiy) superpriority claims junior in all respects to the event any Second-Priority Agentsuperpriority claims granted to the Revolving Facility Secured Parties, provided, however, that the Term Facility Agent shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself or and the Term Facility Secured Parties, in any applicable Second-Priority Secured Party, seeks or requests adequate protection and stipulation and/or order granting such adequate protection is granted protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the form effective date of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated plan equal to the Liens on allowed amount of such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreementclaims.

Adequate Protection. Each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor any First Lien Agent or the Senior Lenders for adequate protection or (b) any objection by the Intercreditor any First Lien Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor such First Lien Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar Bankruptcy Law, then each Second-Second Priority Agent, on behalf of itself and any applicable Second-Second Priority Secured Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to the Liens securing Senior Lender Claims under this Agreement and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and (ii) in the event any Second-Second Priority Agent, on behalf of itself or any applicable Second-Second Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Second Priority Agent, on behalf of itself or each such Second-Second Priority Secured Party, agrees that the Senior-Priority First Lien Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Second Priority Claims shall be subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the same basis as the other Liens securing the Second-Second Priority Claims are so subordinated to such Liens securing Senior Lender Claims under this Agreement.

Adequate Protection. (i) Each Second-Priority of the First Lien Security Agent, on behalf of itself and each applicable Second-Priority the other First Lien Secured PartyParties, and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that none of them shall contest (or support any other Person contesting) (aA) any request by the Intercreditor Revolving Facility Agent or the Senior Lenders Revolving Facility Secured Parties for adequate protection or similar protection under any Debtor Relief Law with respect to any Revolving Facility Priority Collateral, (bB) so long as the request of adequate protection is in the form of a replacement Lien on the Notes Priority Collateral that is junior to the Liens on the Notes Priority Collateral securing the First Lien Priority Obligations and, if any Additional Second Lien Obligations have been issued, the Second Lien Priority Obligations, any request by the Revolving Facility Agent or the Revolving Facility Secured Parties for adequate protection with respect to any Notes Priority Collateral or (C) any objection by the Intercreditor Revolving Facility Agent or the Senior Lenders Revolving Facility Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Agent’s Revolving Facility Agent or the Senior Lenders’ Revolving Facility Secured Parties claiming a lack of adequate protectionprotection with respect to the Revolving Facility Priority Collateral. Notwithstanding the foregoingforegoing provisions in this Section 4.5(d)(i), in any Insolvency or Liquidation Proceeding, (ix) if the Senior Lenders Revolving Facility Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting Revolving Facility Priority Collateral in connection with any Revolving Facility DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Lawconstituting Revolving Facility Priority Collateral, then each Second-Priority of the First Lien Security Agent, on behalf of itself and or any applicable Second-Priority of the other First Lien Secured PartyParties, and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself or any of the other Second Lien Secured Parties, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims Revolving Facility Obligations and such Revolving Facility DIP Financing (and all Obligations obligations relating thereto) on the same basis as the other Liens on Revolving Facility Priority Collateral securing the Second-Priority Claims First Lien Obligations or Second Lien Obligations, as the case may be, are so subordinated to the Liens securing Senior Lender Claims Revolving Facility Obligations under this Agreement Agreement, and (iiy) in the event any Second-Priority the First Lien Security Agent, on behalf of itself or and the other First Lien Secured Parties, or, if any applicable Second-Priority Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured PartyParties, seeks or requests adequate protection in respect of Revolving Facility Priority Collateral securing First Lien Obligations or Second Lien Obligations and such adequate protection is granted in the form of additional collateralcollateral in the nature of assets constituting Revolving Facility Priority Collateral, then such Second-Priority each of the First Lien Security Agent, on behalf of itself or each such Second-Priority any of the other First Lien Secured PartyParties and the Second Lien Security Agent, on behalf of itself or any of the other Second Lien Secured Parties, agrees that the Senior-Priority Agents Revolving Facility Agent shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims Revolving Facility Obligations and for any such Revolving Facility DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims First Lien Obligations or Second Lien Obligations, as the case may be, shall be subordinated to the Liens on such collateral securing the Senior Lender Claims Revolving Facility Obligations and any such Revolving Facility DIP Financing (and all Obligations obligations relating thereto) and to any other Liens on such Collateral granted to the Senior Lenders Revolving Facility Secured Parties as adequate protection on the same basis as the other Liens on Revolving Facility Priority Collateral securing the Second-Priority Claims First Lien Obligations and Second Lien Obligations are so subordinated to such Liens securing Senior Lender Claims Revolving Facility Obligations under this Agreement. (ii) If any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that it shall not contest (or support any other Person contesting) (A) any request by the First Lien Security Agent or the First Lien Secured Parties for adequate protection or similar protection under any Debtor Relief Law with respect to any Revolving Facility Priority Collateral or (B) any objection by the First Lien Security Agent or the First Lien Secured Parties to any motion, relief, action or proceeding based on the First Lien Security Agent or the First Lien Secured Parties claiming a lack of adequate protection with respect to the Revolving Facility Priority Collateral. Notwithstanding the foregoing provisions in this Section 4.5(d)(ii), in any Insolvency or Liquidation Proceeding, (x) if the First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in the nature of assets constituting Revolving Facility Priority Collateral in connection with any Revolving Facility DIP Financing or First Lien Revolving Facility Priority Collateral DIP Financing or use of cash collateral constituting Revolving Facility Priority Collateral or Notes Priority Collateral, then, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself or any of the other Second Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Revolving Facility Obligations and the First Lien Obligations and such Revolving Facility DIP Financing and such First Lien Revolving Facility Priority Collateral DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Revolving Facility Priority Collateral securing the Second Lien Obligations are so subordinated to the Liens securing Revolving Facility Obligations and First Lien Obligations under this Agreement, and (y) if any Additional Second Lien Obligations have been issued, in the event the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, seeks or requests adequate protection in respect of Revolving Facility Priority Collateral securing Second Lien Obligations and such adequate protection is granted in the form of additional collateral in the nature of assets constituting Revolving Facility Priority Collateral, then the Second Lien Security Agent, on behalf of itself or any of the other Second Lien Secured Parties, agrees that the Revolving Facility Agent and the First Lien Security Agent shall also be granted a senior Lien on such additional collateral as security for the Revolving Facility Obligations and the First Lien Obligations and for any such Revolving Facility DIP Financing and any such First Lien Revolving Facility Priority Collateral DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Revolving Facility Obligations and the First Lien Obligations and any such Revolving Facility DIP Financing and any such First Lien Revolving Facility Priority Collateral DIP Financing (and all obligations relating thereto) and to any other Liens on such Collateral granted to the Revolving Facility Agent and the First Lien Secured Parties as adequate protection on the same basis as the other Liens on Revolving Facility Priority Collateral securing the Second Lien Obligations are so subordinated to such Liens securing the Revolving Facility Obligations and First Lien Obligations under this Agreement.

Adequate Protection. Each Second-Priority AgentWithout limiting Section 5.01(d)(vi), on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor Agent or the Senior Lenders for adequate protection or (b) any objection by the Intercreditor Agent or the Senior Lenders to any motion, relief, action or proceeding based on the Intercreditor Agent’s or the Senior Lenders’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing described in Section 5.01(b), (A) if any First Lien Agent or use other First Lien Secured Party is granted adequate protection in a US Insolvency or Liquidation Proceeding in the form of cash collateral under Section 363 a replacement Lien or Section 364 of Title 11 of the United States Code or a Lien on additional collateral, any similar Bankruptcy LawSecond Lien Collateral Agent may, then each Second-Priority Agent, for itself and on behalf of itself and any applicable Second-Priority the other Second Lien Secured PartyParties, may seek or request adequate protection in the form of a replacement Lien or a Lien on such additional collateral, all of which Lien is Liens will be subordinated to the First Priority Liens securing the Senior Lender Claims and such DIP Financing (and all Obligations relating thereto) Liens on the same basis as the other Second Priority Liens securing the Second-Priority Claims are so subordinated to the First Priority Liens securing Senior Lender Claims under this Agreement and (iiB) the Second Lien Collateral Agents and other Second Lien Secured Parties may seek adequate protection in a US Insolvency or Liquidation Proceeding with respect to their rights in the event any Second-Priority Shared Collateral in the form of (x) Liens on additional collateral or replacement Liens on the Shared Collateral; provided that as adequate protection for the First Lien Obligations, each appropriate First Lien Collateral Agent, on behalf of itself the First Lien Secured Parties, is also granted (or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted has previously been granted) a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be subordinated to the or senior replacement Liens on such collateral securing the Senior Lender Claims and any such DIP Financing Shared Collateral, as applicable, or (and all Obligations relating theretoy) and any other Liens granted to the Senior Lenders an administrative expense claim; provided that, as adequate protection for the First Lien Obligations, each appropriate First Lien Collateral Agent, on behalf of the same basis First Lien Secured Parties, is also granted (or has previously been granted) an administrative expense claim that is senior and prior to the administrative expense claim of the Second Lien Collateral Agent and the Second Lien Secured Parties; provided further that in the case of each of clauses (x) and (y), to the extent the First Lien Secured Parties are not granted such adequate protection in the applicable form, any amounts recovered by or distributed to any Second Lien Secured Party pursuant to or as a result of any such Lien on additional collateral, any such replacement Lien or any such administrative expense claim granted to or for the other Liens securing benefit of the Second-Priority Claims are so subordinated Second Lien Secured Parties shall be subject to such Liens securing Senior Lender Claims under this AgreementSection 4.02.

Adequate Protection. Each Second-Second Priority AgentRepresentative, for itself and on behalf of itself and each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, agrees that none of them shall contest (object, contest, support or support join with any other Person contesting) objecting to or contesting (a) any request by the Intercreditor Agent Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties for adequate protection or protection, (b) any objection by the Intercreditor Agent Senior Collateral Agent, the Senior Representatives or the Senior Lenders Secured Parties to any motion, relief, action or proceeding based on the Intercreditor Senior Collateral Agent’s or the any Senior Lenders’ Representative’s or Senior Secured Party’s claiming a lack of adequate protectionprotection or (c) the payment of interest, fees, expenses or other amounts of the Senior Collateral Agent, any Senior Representative or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, further agrees that, prior to the Discharge of Senior Obligations, none of them shall assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the Senior Liens for costs or expenses of preserving or disposing of any Shared Collateral. Notwithstanding the foregoinganything contained in this Section 6.04 or Section 6.02, in any Insolvency or Liquidation Proceeding, (i) the Second Priority Representative and the Second Priority Secured Parties may seek, support, accept or retain adequate protection (A) only if the Senior Lenders (or any subset thereof) Secured Parties are granted adequate protection that includes replacement liens on additional collateral and superpriority claims and the Senior Collateral Agent does not object to the adequate protection being provided to the Senior Secured Parties and (B) solely in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Agent, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of (1) a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Second Priority Claims Obligations are so subordinated to the Liens securing Senior Lender Claims Obligations under this Agreement and (2) superpriority claims junior in all respects to the superpriority claims granted to the Senior Secured Parties; provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties for which it is acting, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid, under any Plan under Chapter 11 of the Bankruptcy Code that the First Lien Lenders and First Lien Agent support, in any combination of cash, debt, equity or other property, and (ii) in the event any Second-Second Priority AgentRepresentative, on behalf of itself or any applicable Second-and the Second Priority Secured PartyParties, seeks or requests receives adequate protection and such adequate protection is granted protection, including in the form of additional collateral, then such Second-Second Priority AgentRepresentative, on behalf of itself or each such Second-and the Second Priority Secured PartyParties, agrees that the Senior-Priority Agents Senior Secured Parties shall also be granted have a senior Lien and claim on such additional collateral adequate protection as security for the applicable Senior Lender Claims and any such DIP Financing Obligations and that any Lien on such any additional collateral securing the Second-Second Priority Claims Obligations shall be subordinated to the Liens on such collateral Collateral securing the Senior Lender Claims Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Senior Lenders Secured Parties as adequate protection protection, with such subordination to be on the same basis as terms that the other Liens securing the Second-Second Priority Claims Obligations are so subordinated to such Liens securing Senior Lender Claims Obligations under this Agreement.

Adequate Protection. Each Second-Priority The Second Lien Agent, on behalf of itself and each applicable Second-Priority Secured Partythe other Noteholders, agrees that none of them shall contest (or support any other Person in contesting) (a) any request by the Intercreditor First Lien Agent or any of the Senior other First Lien Lenders for adequate protection or (b) any objection by the Intercreditor First Lien Agent or the Senior Lenders any other First Lien Lender to any motion, relief, action or proceeding based on the Intercreditor Agent’s First Lien Agent or the Senior Lenders’ any other First Lien Lender claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the Senior First Lien Agent or the other First Lien Lenders (or any subset thereof) are granted adequate protection in the form of replacement Liens or Liens on additional collateral Collateral in connection with any DIP Financing or use of its cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawCode, then each Second-Priority the Second Lien Agent, on behalf of itself and or any applicable Second-Priority Secured Partyother Noteholder, may seek or request adequate protection in the form of a replacement Lien or a Lien on such additional collateralCollateral (as applicable), which Lien is subordinated to the Liens securing the Senior Lender Claims First Lien Debt and such DIP Financing (and all Obligations relating theretoobligations secured thereby) on the same basis as the other Liens securing the Second-Priority Claims Noteholder Debt are so subordinated to the Liens securing Senior Lender Claims the First Lien Debt under this Agreement and Agreement, (ii) if the First Lien Agent or the other First Lien Lenders (or any subset thereof) are granted adequate protection in the event form of a superpriority administrative claim in connection with any Second-Priority DIP Financing or use of its cash collateral under Section 363 or Section 364 of the Bankruptcy Code, then the Second Lien Agent, on behalf of itself or any applicable Second-Priority Secured Partyother Noteholder, seeks may seek or requests request adequate protection and such adequate protection is granted in the form of additional collaterala superpriority administrative claim, then such Second-Priority Agent, on behalf of itself or each such Second-Priority Secured Party, agrees that the Senior-Priority Agents shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims and any such DIP Financing and that any Lien on such additional collateral securing the Second-Priority Claims shall be which claim is subordinated to the Liens on such collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations relating thereto) and any other Liens superpriority claims granted to the Senior Lenders as adequate protection First Lien Agent on the same basis as the other Liens securing claims of the Second-Priority Claims Noteholders are so subordinated to such Liens securing Senior Lender Claims the claims of the First Lien Lenders under this Agreement, (iii) if, notwithstanding the foregoing, the Second Lien Agent or any other Noteholder is granted a replacement Lien or a Lien on additional Collateral and/or a superpriority administrative claim as adequate protection for the Noteholder Debt, but the First Lien Agent is not granted a senior and prior Lien on the same Collateral or a senior and/or prior administrative claim with respect to the First Lien Debt (as applicable), then until the First Lien Lender Termination Date, such replacement Lien or Lein on additional Collateral and/or superpriority administrative claim (as applicable) shall be assigned to the First Lien Agent for application to the First Lien Debt to the same extent and on the same terms as proceeds of the Collateral, and (iv) if the First Lien Agent or the other First Lien Lenders are granted adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments, or otherwise with the consent of the First Lien Agent, then the Second Lien Agent and the Noteholders shall not be prohibited from seeking adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments (as applicable), subject to the right of the First Lien Lenders to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Lien Agent and the Noteholders.

Adequate Protection. Each Second-Priority AgentThe Second Lien Collateral Trustee, on behalf of itself and each applicable Second-Priority Secured Partythe Second Lien Claimholders, agrees that none of them shall contest (or support any other Person contesting) (a) any request by the Intercreditor Agent First Lien Claimholder Representative or the Senior Lenders First Lien Claimholders for adequate protection or (b) any objection by the Intercreditor Agent First Lien Claimholder Representative or the Senior Lenders First Lien Claimholders to any motion, relief, action or proceeding based on the Intercreditor Agent’s First Lien Claimholder Representative or the Senior Lenders’ First Lien Claimholders claiming a lack of adequate protection. Notwithstanding the foregoingforegoing provisions in this Section 5.3, in any Insolvency or Liquidation Proceeding, (i) if the Senior Lenders First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy LawFinancing, then each Second-Priority Agentthe Second Lien Collateral Trustee, on behalf of itself and or any applicable Second-Priority Secured Partyof the Second Lien Claimholders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is will be subordinated to the Liens securing the Senior Lender Claims First Lien Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to the Liens securing Senior Lender Claims First Lien Obligations under this Agreement Agreement, and (ii) in the event any Second-Priority Agentthe Second Lien Collateral Trustee, on behalf of itself or any applicable Second-Priority Secured Partyand the Second Lien Claimholders, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then such Second-Priority Agentthe Second Lien Collateral Trustee, on behalf of itself or each such Second-Priority Secured Partyany of the Second Lien Claimholders, agrees that the Senior-Priority Agents First Lien Claimholder Representative shall also be granted a senior Lien on such additional collateral as security for the applicable Senior Lender Claims First Lien Obligations and for any such DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second-Priority Claims Second Lien Obligations shall be subordinated to the Liens on such collateral securing the Senior Lender Claims First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all Obligations relating thereto) and to any other Liens granted to the Senior Lenders First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second-Priority Claims Second Lien Obligations are so subordinated to such Liens securing Senior Lender Claims First Lien Obligations under this Agreement.