Common use of Adequate Protection Clause in Contracts

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, In any Insolvency Proceeding involving a Grantor, (i) Term Loan Claimholder agrees that none of them it shall be entitled not object to contest and none of them shall contest (or contest, or support any other Person contesting) person objecting or contesting (but and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any rightright to do so): (iA) subject to the provisions of Section 6.01, any request by any ABL Claimholder prior to the Payment in Full of ABL Priority Debt for adequate protection of their interest in the ABL Agent Collateral, including replacement or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateraladditional Liens on post-petition assets; or (iiB) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiix) any objection by the any ABL Agent or the other ABL Claimholders Claimholder to any motion, relief, action action, or proceeding based on the ABL Agent or the other any such ABL Claimholders claiming a lack of adequate protection with respect to of its interest in the ABL Priority Collateral. , or (by) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders any ABL Claimholder for relief from the automatic stay with in respect to of the Notes Priority ABL Collateral; or; (ii) subject to the provisions of Section 6.01, if any request by the First Lien Agents one or the First Lien more ABL Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to seek or otherwise be are granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien (on Collateral so long as (iexisting or future assets of Grantors) in connection with any DIP Financing or use of Cash Collateral, then ABL Agent agrees that Term Loan Agent shall also be entitled to seek, without objection from ABL Claimholders, adequate protection of their interest in the ABL Claimholders have been granted adequate protection Collateral in the form of a an additional or replacement lien Lien (on such Collateralexisting or future assets of Grantors), and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated which additional or replacement Lien, if obtained, shall be subordinate to the Liens of on such assets securing the ABL Agent in such Collateral Debt (including those under a DIP Financing) on the same basis as the other Liens of securing the Notes Agent on Term Loan Debt are subordinate to the ABL Priority Collateral; orDebt under this Agreement; (2iii) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Priority Collateral (except as may my otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion(acting at the instruction of the requisite ABL Claimholders); and (ii) , no ABL Term Loan Claimholder shall be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to may seek or otherwise be granted any type of adequate protection in respect of Notes Priority any interest in the ABL Collateral except as may be consented for adequate protection permitted pursuant to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain Section 6.5(a)(iv) or adequate protection in the form of an additional or replacement Lien in and to existing or future assets of Grantors, and Term Loan Agent further agrees that ABL Agent shall also be entitled to seek, without objection from the Term Loan Claimholders, a senior adequate protection Lien in and to such existing or future assets of Grantors as security for the ABL Debt (junior to any Lien in favor of Term Loan Agent to the extent such additional or replace Lien is with respect to the Term Loan Priority Collateral) and that any adequate protection Lien securing the Term Loan Debt shall be subordinated to such senior adequate protection Lien securing the ABL Debt on Collateral so long the same basis as the other Liens securing the Term Loan Debt are subordinated to the Liens securing the ABL Debt under this Agreement; (iiv) the First Lien if any one or more ABL Claimholders have been are granted adequate protection in the form of a replacement lien on such superpriority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as then ABL Agent agrees that Term Loan Agent shall also be entitled to seek, without objection from ABL Claimholders, adequate protection for the First Lien Claimholders in respect of their its interest in such Notes Priority Collateral) is subordinated the ABL Collateral in the form of a superpriority or other administrative expense claim (as applicable), which superpriority or other administrative expense claim, if obtained, shall be subordinate to the Liens of the First Lien Agents in such Collateral on the same basis as the superpriority or other Liens administrative expense claim of the ABL Claimholders; provided however, that the Term Loan Agent shall have irrevocably agreed on Notes Priority Collateral; or behalf of the Term Loan Claimholders, pursuant to Section 1129(a)(9) of the Bankruptcy Code (2) to seek or otherwise be similar Bankruptcy Law), in any stipulation and/or order granting such adequate protection, that any such subordinated superpriority or other administrative claim granted any adequate protection payments thereto with respect to its their interests in the ABL Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing paid under any plan of reorganization that is accepted by the First Lien Agents requisite affirmative vote of all classes composed of the secured claims of ABL Claimholders in their sole and absolute discretion).any combination of cash, debt, equity or other property having a value as of the effective date of such plan equal to the allowed amount of such claims; and (dv) With if any one or more Term Loan Claimholders are granted adequate protection with respect to (i) their interests in the ABL Priority Collateral in the form of a superpriority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, nothing then Term Loan Agent agrees that ABL Agent shall also be entitled to seek, without objection from Term Loan Claimholders, adequate protection in the form of a superpriority or other administrative expense claim (as applicable), which superpriority or other administrative expense claim, if obtained, shall be senior to the superpriority or other administrative expense claim of the Term Loan Claimholders granted with respect to their interests in the ABL Collateral; and (b) Nothing herein shall limit the rights of the First Lien Agents prohibit or the First Lien Claimholders restrict Term Loan Agent from seeking adequate protection with respect to their rights the interests of Term Loan Claimholders in the Notes Term Loan Priority Collateral, provided that nothing herein shall prohibit or restrict the ABL Agent from objecting to the use of any ABL Collateral or proceeds of any DIP Financing in making any such adequate protection payment in respect of the Term Loan Priority Collateral. (c) Neither Term Loan Agent nor any other Term Loan Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by any of the ABL Claimholders or the value of any claims of ABL Claimholders under Section 506(a) of the Bankruptcy Code or any claim by any ABL Claimholder for allowance 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 CollateralDebt consisting of post-petition interest, fees, or expenses. (d) so long as such request is not otherwise inconsistent with this Agreement and (ii) Neither ABL Agent nor any other ABL Claimholder shall object to, oppose, or challenge the Notes Priority Collateral, nothing herein shall limit the rights determination of the ABL Agent extent of any Liens held by any of the Term Loan Claimholders or the ABL value of any claims of Term Loan Claimholders from seeking adequate protection with respect to their rights in under Section 506(a) of the ABL Priority Collateral Bankruptcy Code or any claim by any Term Loan Claimholder for allowance in any Insolvency Proceeding of Term Loan Debt consisting of post-petition interest, fees, or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreementexpenses.

Adequate Protection. (a) The Notes Collateral Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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 such right): (i) subject to the provisions of Section 6.016.4, any request by the ABL Revolving Collateral Agent or the other ABL Revolving Claimholders for relief from the automatic stay with respect to the ABL Revolving Priority Collateral; or (ii) any request by the ABL Revolving Collateral Agent or the other ABL Revolving Claimholders for adequate protection with respect to the ABL Revolving Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Revolving Collateral Agent or the other ABL Revolving Claimholders to any motion, relief, action or proceeding based on the ABL Revolving Collateral Agent or the other ABL Revolving Claimholders claiming a lack of adequate protection with respect to the ABL Revolving Priority Collateral. (b) The ABL Revolving Collateral Agent, on behalf of itself and the ABL Revolving Claimholders, 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 such right): (i) subject to Section 6.4, any request by the First Lien Agents Notes Collateral Agent or the other First Lien Note Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Notes Collateral Agent or the First Lien Note Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Revolving Priority Collateral); or or (iii) any objection by the First Lien Agents Notes Collateral Agent or the First Lien Note Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Notes Collateral Agent or the First Lien Note Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.5, and except as provided in Sections 6.01 6.1 and 6.076.10, in any Insolvency or Liquidation Proceeding: (i) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Revolving Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Revolving Collateral Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (ix) the ABL Revolving Claimholders have been granted adequate protection in the form of a an additional or replacement lien on such Collateral, and (iiy) any such Lien on ABL Revolving Priority Collateral (and on any Collateral granted as adequate protection for the ABL Revolving Claimholders in respect of their interest in such ABL Revolving Priority Collateral) is subordinated to the Liens of the ABL Revolving Collateral Agent in such Collateral on the same basis as the other Liens of the Notes Collateral Agent on ABL Revolving Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Revolving Priority Collateral (except as may be consented to in writing by the ABL Revolving Collateral Agent in its sole and absolute discretion); and; (ii) no ABL Revolving Claimholder shall be entitled (and each ABL Revolving Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents Notes Collateral Agent in their its sole and absolute discretion; provided, however, ABL Revolving Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (ix) the First Lien Note Claimholders have been granted adequate protection in the form of a an additional or replacement lien on such Collateral, and (iiy) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Note Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents Notes Collateral Agent in such Collateral on the same basis as the other Liens of the ABL Revolving Collateral Agent on Notes Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents Notes Collateral Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Revolving Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Notes Collateral Agent or the First Lien Note Claimholders from seeking adequate protection with respect to their rights in the Notes 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 Revolving Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Revolving Collateral Agent or the ABL Revolving Claimholders from seeking adequate protection with respect to their rights in the ABL Revolving 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Each of the Collateral Agent, on behalf of itself and the Note Indenture Claimholders, and the Additional First Lien Second Priority Agent, on behalf of itself and the Additional First Second Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Super Priority Agent or the other ABL Super Priority Claimholders for relief from the automatic stay with respect to the ABL Priority Collateraladequate protection; or (ii) any request objection by the ABL Super Priority Agent or the other ABL Claimholders for adequate protection with respect to the ABL Super Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Super Priority Agent or the other ABL Super Priority Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateralprotection. (b) The ABL the Second Priority Agent, on behalf of itself and the ABL Second Lien Claimholders, 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 the First Lien Agents Collateral Agent or the other First Lien Indenture Claimholders for relief from the automatic stay with respect to the Notes Priority Collateraladequate protection; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents Collateral Agent or the First Lien Indenture Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Collateral Agent or the First Lien Indenture Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateralprotection. (c) Consistent with Notwithstanding the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.076.3, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled if the Super Priority Claimholders (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived or any right): (1subset thereof) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing, then each of the Collateral Agent, on behalf of itself or any of the Indenture Claimholders, and the Second Priority Agent, on behalf of itself or any of the Second Lien Claimholders, may seek or request adequate protection in the form of a replacement lien Lien on such Collateraladditional collateral, and (ii) any such which Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is will be subordinated to the Super Priority Liens of the ABL Agent in such Collateral on the same basis as the other Liens of securing the Notes Agent on ABL Indenture Obligations and the Second Lien Obligations are so subordinated to the Super Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion)Obligations under this Agreement; and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocablyin the event the Collateral Agent, absolutelyon behalf of itself or any of the Indenture Claimholders, and unconditionally waived any right): (1) to seek seeks or otherwise be granted any type of requests adequate protection in respect of Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole Indenture Obligations and absolute discretion; provided, however, ABL Claimholders may seek and obtain such adequate protection is granted in the form of an additional collateral, then the Collateral Agent, on behalf of itself or replacement any of the Indenture Claimholders, agrees that until the Discharge of Super Priority Obligations, the Super Priority Agent shall also be granted a senior Lien on such additional collateral as security for the Super Priority Obligations and for any Cash Collateral so long as (i) use or DIP Financing provided by the First Super Priority Claimholders and that any Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for additional collateral securing the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is Indenture Obligations shall be subordinated to the Super Priority Liens of the First Lien Agents in such Collateral on the same basis as the other Liens securing the Indenture Obligations are so subordinated to such Super Priority Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments remedies with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Collateral Agent or the First Lien Indenture Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise). (iii) if the Indenture 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, then the Second Priority Agent, on behalf of itself or any of the Second Lien Claimholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Super Priority Liens and to the Indenture Liens on the same basis as the other than from Proceeds Liens securing the Second Lien Obligations are so subordinated to the Super Priority Obligations and the Indenture Obligations under this Agreement; and (iv) in the event the Second Priority Agent, on behalf of ABL itself or any of 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 the Second Priority Collateral) Agent, on behalf of itself or any of the Second Lien Claimholders, agrees that the Super Priority Agent and the Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the Super Priority Obligations and the Indenture Obligations and for any Cash Collateral use or DIP Financing provided by the Super Priority Claimholders and the Indenture Claimholders and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Super Priority Liens and to the Indenture Liens on the same basis as the other Liens securing the Second Lien Obligations are so long subordinated to such Super Priority Obligations and the Indenture Obligations under this Agreement. Except as such request is not otherwise inconsistent expressly set forth in Section 6.1 or in connection with this Agreement and (ii) the Notes Priority exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the ABL Second Priority Agent or the ABL Second Lien Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement).

Adequate Protection. (a) The Notes Second-Lien Collateral Agent, on behalf of itself and the Note Claimholdersother Second-Lien Creditors, and the Additional First each other Second-Lien Agent, on behalf Creditor (by its acceptance of the Additional First benefits of the Second-Lien ClaimholdersLoan Documents), agrees that none of them shall be entitled (i) oppose, object to contest and none of them shall or contest (or join with or support any other Person third party opposing, objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (iia) any request by the ABL U.S. First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors for adequate protection with respect to the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (except to the extent or any granting of such adequate protection is a payment from Notes Priority Collateral); or request) or (iiib) any objection by the ABL U.S. First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors to any motion, relief, action or proceeding based on the ABL U.S. First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent that, in the sole discretion of the First-Lien Creditors, the receipt by the Second-Lien Creditors of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the First-Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) no adequate protection shall be requested or accepted by the Second-Lien Creditors or by the Second-Lien Collateral Agent on their behalf unless the First-Lien Creditors are satisfied in their sole discretion with the adequate protection afforded to the First-Lien Creditors, and (B) any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien Lien on such Collateralthe Grantors’ assets, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is will be subordinated to the Liens securing the First-Lien Obligations (including any replacement Liens granted in respect of the ABL Agent in such Collateral First-Lien Obligations) and any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens of securing the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Second-Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral Obligations are so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First First-Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with Obligations under this Agreement.

Adequate Protection. (a) The Notes In any Insolvency Proceeding, the ABL Collateral Agent, for itself and on behalf of itself and the Note other ABL Claimholders, and the Additional First Lien Term Collateral Agent, for itself and on behalf of the Additional First Lien other Term Claimholders, agrees agree that none of them shall be entitled the ABL Claimholders or the Term Claimholders, as the case may be, will not object to contest and none of them shall contest or oppose (or support any other Person contesting) (but instead shall be deemed objecting to have hereby irrevocably, absolutely, and unconditionally waived any right):or opposing) (i) subject any motion or other request for adequate protection by (x) the Term Collateral Agent or any other Term Claimholder, with respect to the provisions Term Priority Collateral, prior to the Discharge of Section 6.01, any request by Term Obligations or (y) the ABL Collateral Agent or the any other ABL Claimholders for relief from the automatic stay Claimholder, with respect to the ABL Priority Collateral; or , prior to the Discharge of ABL Obligations, as the case may be, or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection by (x) the Term Collateral Agent or any other Term Claimholder, with respect to the Term Priority Collateral, prior to the Discharge of Term Obligations, or (y) the ABL Collateral Agent or any other ABL Claimholder, with respect to the ABL Priority Collateral, prior to the Discharge of ABL Obligations, as the case may be. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in In any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (The Term Collateral Agent and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to the other Term Claimholders may seek or otherwise be granted any type of adequate protection with respect to its interests their rights in the Term Priority Collateral, and the ABL Collateral Agent and the other ABL Claimholders may seek adequate protection with respect to their rights in the ABL Priority Collateral. (ii) Notwithstanding anything in this Section 6 to the contrary, (A) to the extent that the Term Collateral (except as expressly set forth in Section 6.01 Agent or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien any other Term Claimholders may seek and obtain are granted adequate protection in the form of an additional or replacement Lien on Collateral so long assets of the same type as (i) the Term Priority Collateral, the ABL Claimholders have been granted adequate protection in the form of shall be permitted to seek a replacement lien Lien on such CollateralCollateral subject to the relative Lien priority set forth in Section 2.1 (and neither the Term Collateral Agent nor any other Term Claimholder shall object to or oppose (or support any other Person objecting to or opposing) any motion by any ABL Claimholder to receive such a Lien), and (iib) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for to the extent that the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Collateral Agent in such Collateral on the same basis as the or any other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain are granted adequate protection in the form of an additional or replacement Lien on assets of the same type as the ABL Priority Collateral, the Term Claimholders shall be permitted to seek a Lien on such Collateral so long as subject to the relative Lien priority set forth in Section 2.1 (iand neither the ABL Collateral Agent nor any other ABL Claimholder shall object to or oppose (or support any other Person objecting to or opposing) the First Lien Claimholders have been granted any motion by any Term Claimholder to receive such a Lien). (iii) If any ABL Claimholder seeks or requires (or is otherwise granted) adequate protection of its ABL Liens on the Term Priority Collateral in the form of a additional or replacement lien Lien on assets of the same type as the Term Priority Collateral, then the ABL Collateral Agent, for itself and on behalf of the ABL Claimholders, agrees that the Term Collateral Agent shall be entitled to be granted an additional or replacement Lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted assets as adequate protection for the First Lien Claimholders in respect of their its senior interest in such Notes the Term Priority Collateral) is Collateral and that the additional or replacement Lien thereon of the ABL Collateral Agent or any other ABL Claimholder shall be subordinated and junior to the Liens additional or replacement Lien thereon of the First Lien Agents in such Term Collateral Agent on the same basis as the other ABL Liens of are subordinated to the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments Term Liens with respect to its interests the Term Priority Collateral under Section 2.1; provided that, to the extent the Term Collateral Agent is not granted such adequate protection in the applicable form, any such additional or replacement Lien and any amounts recovered by or distributed to the ABL Collateral from Proceeds Agent or any other ABL Claimholder pursuant to or as a result of Notes Priority Collateral (except as may such Lien shall be consented subject to in writing by the First Lien Agents in their sole and absolute discretion)Section 4.2. (div) With respect to If any Term Claimholder seeks or requires (ior is otherwise granted) adequate protection of its Term Liens on the ABL Priority Collateral in the form of additional or replacement Lien on assets of the same type as the ABL Priority Collateral, then the Term Collateral Agent, for itself and on behalf of the Term Claimholders, agrees that the ABL Collateral Agent shall be entitled to be granted an additional or replacement Lien on such assets as adequate protection of its senior interest in the ABL Priority Collateral and that the additional or replacement Lien thereon of the Term Collateral Agent or any other Term Claimholder shall be subordinated and junior to the additional or replacement Lien thereon of the ABL Collateral Agent on the same basis as the Term Liens are subordinated to the ABL Liens with respect to the ABL Priority Collateral under Section 2.1; provided that, to the extent the ABL Collateral Agent is not granted such adequate protection in the applicable form, any such additional or replacement Lien and any amounts recovered by or distributed to the Term Collateral Agent or any other Term Claimholder pursuant to or as a result of such Lien shall be subject to Section 4.2. (v) Except as expressly set forth in Sections 6.1, 6.2 and 6.3 and this Section 6.4, nothing herein shall limit the rights of the First Lien Agents Term Collateral Agent or any other Term Claimholder, or the First Lien Claimholders from seeking rights of the ABL Collateral Agent or any other ABL Claimholder, (A) to seek adequate protection with respect to their rights in the Notes 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 long as or (B) to object to any such request is not otherwise inconsistent with this Agreement and (ii) for adequate protection by the Notes Priority Collateral, nothing herein shall limit the rights Collateral Agent or any other Claimholder of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this AgreementClass.

Adequate Protection. (a) The Each Term Loan/Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan/Notes Secured Parties, agrees that none of them shall be entitled to object to, contest and none of them shall contest (or support any other Person objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):: (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or any of the other ABL Claimholders Secured Parties for adequate protection with respect to the ABL Priority Collateral or any adequate protection provided to the ABL Agent or any of the other ABL Secured Parties with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Term Loan/Notes Priority Collateral); or (iiiii) any objection by the ABL Agent or any of the other ABL Claimholders Secured Parties to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a claim of a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL ClaimholdersSecured Parties, agrees that none of them shall be entitled to object to, contest and none of them shall contest (or support any other Person objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):: (i) any request by the First Lien Agents any Term Loan/Notes Agent or any of the other First Lien Claimholders for relief from the automatic stay with respect to the Term Loan/Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Secured Parties for adequate protection with respect to the Term Loan/Notes Priority Collateral or any adequate protection provided to any Term Loan/Notes Agent or any of the other Term Loan/Notes Secured Parties with respect to the Term Loan/Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (ii) any objection by the First Lien Agents any Term Loan/Notes Agent or the First Lien Claimholders any Term Loan/Notes Secured Party to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a claim of a lack of adequate protection with respect to the Term Loan/Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term Loan/Notes Agent or Term Loan/Notes Secured Party shall be entitled (and each First Lien Claimholder Term Loan/Notes Agent and Term Loan/Notes Secured Party 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion)Collateral; provided, however, subject to Section 6.016.1, First Lien Claimholders the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders Agent and the ABL Secured Parties have been granted adequate protection in the form of a replacement lien Lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders Agent and the ABL Secured Parties in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral and such other collateral on the same basis as the other Liens of the Term Loan/Notes Agent Agents on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and; (ii) no ABL Claimholder Agent or ABL Secured Party shall be entitled (and the ABL Agent and each ABL Claimholder Secured Party 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/Notes Priority Collateral except as may be consented to in writing by the First Lien Agents each Term Loan/Notes Agent in their its sole and absolute discretion; provided, however, the ABL Claimholders Agent and ABL Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders Term Loan/Notes Agents and Term Loan/Notes Secured Parties have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Term Loan/Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders Term Loan/Notes Agents and Term Loan/Notes Secured Parties in respect of their interest in such Term Loan/Notes Priority Collateral) is subordinated to the Liens of the First Lien Term Loan/Notes Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Term Loan/Notes Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Term Loan/Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents each Term Loan/Notes Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Term Loan/Notes Agents or and the First Lien Claimholders Term Loan/Notes Secured Parties from seeking adequate protection with respect to their rights in the Term Loan/Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Term Loan/Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders Secured Parties 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 proceeds of Term Loan/Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes AgentCollateral Trustee, on behalf of itself the Priority Lien Representatives and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Priority Lien Claimholders, agrees that none each agree that, prior to the Discharge of them shall be entitled to contest and ABL Obligations, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay adequate protection with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself Agent and the ABL Claimholders, each agrees that none that, prior to the Discharge of them shall be entitled to contest and Priority Lien Obligations, 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 the First Collateral Trustee, any Priority Lien Agents Representative or the other First any Priority Lien Claimholders Claimholder for relief from the automatic stay adequate protection with respect to the Notes Priority Shared Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Collateral Trustee, any Priority Lien Agents Representative or the First any Priority Lien Claimholders Claimholder to any motion, relief, action or proceeding based on the First Collateral Trustee, any Priority Lien Agents Representative or the First any Priority Lien Claimholders Claimholder claiming a lack of adequate protection with respect to the Notes Priority Shared Collateral. (c) Consistent with Notwithstanding the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.076.3, in any Insolvency or Liquidation Proceeding: (i) no First in the event the ABL Agent or any of the ABL Claimholders (or any subset thereof) seeks or requests adequate protection in respect of ABL Collateral and such adequate protection is granted with respect to the ABL Collateral in the form of additional collateral in connection with any Cash Collateral use or DIP Financing or a superpriority claim in connection with any DIP Financing or otherwise, then the Collateral Trustee, on behalf of itself or any of the Priority Lien Claimholder shall be entitled (and each First Lien Claimholder shall be deemed to have hereby irrevocablyClaimholders, absolutely, and unconditionally waived any right): (1) to may seek or otherwise be granted any type of request adequate protection with respect to its interests in the such ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien Lien on the same additional collateral, or a junior superpriority claim, as applicable, which Lien, or junior superpriority claim, shall be subordinated (except to the extent that the Collateral Trustee already had a Lien on such Collateral, and additional collateral (iiin which case the priorities established by Section 2.1 shall apply)) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of or claims securing the ABL Agent in Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the Notes Agent Collateral Trustee on ABL Priority Collateral; orand (2ii) in the event the Collateral Trustee or any Priority Lien Representative or any of the Priority Lien Claimholders (or any subset thereof) seeks or requests adequate protection in respect of Shared Collateral and such adequate protection is granted with respect to the Shared Collateral in the form of additional collateral in connection with any Cash Collateral use or DIP Financing or a superpriority claim in connection with any DIP Financing or otherwise, then the ABL Agent, on behalf of itself or any of the ABL Claimholders, may seek or otherwise be granted any request adequate protection payments with respect to its interests in the such Shared Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien Lien on the same additional collateral, or a junior superpriority claim, as applicable, which Lien or junior superpriority claim shall be subordinated (except to the extent that the ABL Agent already had a Lien on such Collateral, and additional collateral (iiin which case the priorities established by Section 2.1 shall apply)) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of or claims securing the First Priority Lien Agents in Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens of the ABL Agent on Notes Priority the Shared Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Collateral Trustee, any Priority Lien Agents Representative or the First any Priority Lien Claimholders Claimholder from seeking adequate protection with respect to their rights in the Notes Priority Shared 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 long as such request is not otherwise inconsistent with this Agreement and or (ii) the Notes Priority Shared Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement).

Adequate Protection. (a) The Credit Agreement Agent, on behalf of the Cash Flow Credit Claimholders, the Notes Agent, on behalf of itself and the Note Claimholders, and the each Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, agrees agree 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) subject to the provisions of Section 6.016.1, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes First Lien Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes First Lien Priority Collateral; or (ii) subject to the provisions of Section 6.016.1, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes First Lien Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes First Lien Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Credit Agreement Agent, Notes Agent and the applicable First Lien Claimholders on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes First Lien Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes First Lien Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes First Lien Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes First Lien Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes First Lien Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes First Lien 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes First Lien Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes First Lien Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Each Term Loan Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan 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 rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders Lenders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Term Loan Priority Collateral); or (iiiii) any objection by the ABL Agent or the other ABL Claimholders Lender to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders 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 ClaimholdersLenders, 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 rightright to contest): (i) any request by the First Lien Agents any Term Loan Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Term Loan Lenders for adequate protection with respect to the Notes Term Loan Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (ii) any objection by the First Lien Agents any Term Loan Agent or the First Lien Claimholders Term Loan Lenders to any motion, relief, action or proceeding based on such Term Loan Agent, the First Lien Agents or the First Lien Claimholders applicable Term Loan Lenders claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term Loan Agent or Term Loan Lender shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion)Collateral; provided, however, subject to Section 6.016.1, First Lien Claimholders the Term Loan Agents and the Term Loan Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Common Collateral so long as (i) the ABL Claimholders Agent and the ABL Lenders have been granted adequate protection in the form of a an additional or replacement lien Lien on such Common Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders Agent and the ABL Lenders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Common Collateral on the same basis as the other Liens of the Notes Agent Term Loan Agents on ABL Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); andCollateral; (ii) no Neither the ABL Claimholder Agent nor any ABL Lender shall be entitled (and the ABL Agent and each ABL Claimholder 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 Notes Term Loan Priority Collateral except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion; provided, however, the ABL Claimholders Agent and ABL Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Common Collateral so long as (i) the First Lien Claimholders Term Loan Agents and Term Loan Lenders have been granted adequate protection in the form of a an additional or replacement lien on such Common Collateral, and (ii) any such Lien on Notes Term Loan Priority Collateral (and on any Common Collateral granted as adequate protection for the First Lien Claimholders Term Loan Agents and Term Loan Lenders in respect of their interest in such Notes Term Loan Priority Collateral) is subordinated to the Liens of the First Lien Term Loan Agents in such Common Collateral on the same basis as the other Liens of the ABL Agent on Notes Term Loan Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of Notes Term Loan Priority Collateral (except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Term Loan Agents or and the First Lien Claimholders Term Loan Lenders from seeking adequate protection with respect to their rights in the Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement (and nothing herein shall be construed to prevent the ABL Agent from objecting to such request) and (ii) the Notes Term Loan Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 proceeds of Notes Term Loan Priority Collateral) so long as such request is not otherwise inconsistent with this AgreementAgreement (and nothing herein shall be construed to prevent the Term Loan Agents from objecting to such request).

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Notes Agent or the other First Lien Note Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral, (but such relief shall not modify the rights of the ABL Agent under Section 3.3 hereof); or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Notes Agent or the First Lien Note Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First Lien Agents Notes Agent or the First Lien Note Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Notes Agent or the First Lien Note Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Note Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Note Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents Notes Agent in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Notes Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Notes Agent or the First Lien Note Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes ABL Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Each Term Loan Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan 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, absolutely and unconditionally waived any rightright to consent): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders Lenders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Term Loan Priority Collateral); or (iiiii) any objection by the ABL Agent or the other any ABL Claimholders Lender to any motion, relief, action or proceeding based on the ABL Agent or the other such ABL Claimholders 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 ClaimholdersLenders, 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, absolutely and unconditionally waived any rightright to consent): (i) any request by the First Lien Agents any Term Loan Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Term Loan Lenders for adequate protection with respect to the Notes Term Loan Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (ii) any objection by the First Lien Agents any Term Loan Agent or the First Lien Claimholders any Term Loan Lender to any motion, relief, action or proceeding based on the First Lien Agents such Term Loan Agent or the First Lien Claimholders such Term Loan Lender claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term Loan Agent or Term Loan Lender shall be entitled (and each First Lien Claimholder Term Loan Agent and Term Loan Lender shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion)Collateral; provided, however, that subject to Section 6.016.1, First Lien Claimholders the Term Loan Agents and the Term Loan Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the ABL Claimholders Agent and the ABL Lenders have been granted adequate protection in the form of a an additional or replacement lien Lien on such Collateralcollateral, and (ii2) any such Lien on collateral of the same type as ABL Priority Collateral (and on any Collateral collateral granted as adequate protection for the ABL Claimholders Agent and the ABL Lenders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral collateral on the same basis as the other Liens of the Notes Agent Term Loan Agents on ABL Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and; (ii) no ABL Claimholder Agent or ABL Lender shall be entitled (and the ABL Agent and each ABL Claimholder Lender shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection in respect of Notes Term Loan Priority Collateral except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion; provided, however, the ABL Claimholders Agent and ABL Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the First Lien Claimholders Term Loan Agents and Term Loan Lenders have been granted adequate protection in the form of a an additional or replacement lien on such Collateralcollateral, and (ii2) any such Lien on Notes collateral of the same type as Term Loan Priority Collateral (and on any Collateral collateral granted as adequate protection for the First Lien Claimholders Term Loan Agents and Term Loan Lenders in respect of their interest in such Notes Term Loan Priority Collateral) is subordinated to the Liens of the First Lien Term Loan Agents in such Collateral collateral on the same basis as the other Liens of the ABL Agent on Notes Term Loan Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of Notes Term Loan Priority Collateral (except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Term Loan Agents or and the First Lien Claimholders Term Loan Lenders from seeking adequate protection with respect to their rights in the Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Term Loan Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 proceeds of Notes Term Loan Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Each Term Loan Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan 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, absolutely and unconditionally waived any rightright to consent): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders Lenders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Term Loan Priority Collateral); or (iiiii) any objection by the ABL Agent or the other any ABL Claimholders Lender to any motion, relief, action or proceeding based on the ABL Agent or the other such ABL Claimholders 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 ClaimholdersLenders, 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, absolutely and unconditionally waived any rightright to consent): (i) any request by the First Lien Agents any Term Loan Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Term Loan Lenders for adequate protection with respect to the Notes Term Loan Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral or Canadian ABL Exclusive Collateral); or or (ii) any objection by the First Lien Agents any Term Loan Agent or the First Lien Claimholders any Term Loan Lender to any motion, relief, action or proceeding based on the First Lien Agents such Term Loan Agent or the First Lien Claimholders such Term Loan Lender claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term Loan Agent or Term Loan Lender shall be entitled (and each First Lien Claimholder Term Loan Agent and Term Loan Lender shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion)Collateral; provided, however, that subject to Section 6.016.1, First Lien Claimholders the Term Loan Agents and the Term Loan Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the ABL Claimholders Agent and the ABL Lenders have been granted adequate protection in the form of a an additional or replacement lien Lien on such Collateralcollateral, and (ii2) any such Lien on collateral of the same type as ABL Priority Collateral (and on any Collateral collateral granted as adequate protection for the ABL Claimholders Agent and the ABL Lenders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral collateral on the same basis as the other Liens of the Notes Agent Term Loan Agents on ABL Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and; (ii) no ABL Claimholder Agent or ABL Lender shall be entitled (and the ABL Agent and each ABL Claimholder Lender shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection in respect of Notes Term Loan Priority Collateral except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion; provided, however, the ABL Claimholders Agent and ABL Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the First Lien Claimholders Term Loan Agents and Term Loan Lenders have been granted adequate protection in the form of a an additional or replacement lien Lien on such Collateralcollateral, and (ii2) any such Lien on Notes collateral of the same type as Term Loan Priority Collateral (and on any Collateral collateral granted as adequate protection for the First Lien Claimholders Term Loan Agents and Term Loan Lenders in respect of their interest in such Notes Term Loan Priority Collateral) is subordinated to the Liens of the First Lien Term Loan Agents in such Collateral collateral on the same basis as the other Liens of the ABL Agent on Notes Term Loan Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of Notes Term Loan Priority Collateral (except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Term Loan Agents or and the First Lien Claimholders Term Loan Lenders from seeking adequate protection with respect to their rights in the Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Term Loan Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 proceeds of Notes Term Loan Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Each Term/Note Agent, on behalf of itself and the applicable Term/Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien ClaimholdersHolders, 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 rightright to contest): (i) subject to the provisions of Section 6.01, any request by the any ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders Lenders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Term/Note Priority CollateralCollateral and subject to clause (c) below); or (iiiii) any objection by the any ABL Agent or the other ABL Claimholders Lender to any motion, relief, action or proceeding based on the such ABL Agent or the other ABL Claimholders Lender claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The Each ABL Agent, on behalf of itself and the ABL ClaimholdersLenders, 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 rightright to contest): (i) any request by the First Lien Agents any Term/Note Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Term/Note Holder for adequate protection with respect to the Notes Term/Note Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority CollateralCollateral and subject to clause (c) below); or or (ii) any objection by the First Lien Agents any Term/Note Agent or the First Lien Claimholders Term/Note Holder to any motion, relief, action or proceeding based on the First Lien Agents such Term/Note Agent or the First Lien Claimholders applicable Term/Note Holders claiming a lack of adequate protection with respect to the Notes Term/Note Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term/Note Agent or Term/Note Holder shall be entitled (and each First Lien Claimholder Term/Note Agent and Term/Note Holder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (Collateral, except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the each ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Claimholders the Term/Note Agents and the Term/Note Holders may seek and obtain adequate protection in the form of an additional or replacement Lien on the ABL Priority Collateral and/or any other assets of the Grantors, so long as (i) the ABL Claimholders Agents and the ABL Lenders have been granted adequate protection in the form of a replacement lien Lien on such Collateral, ABL Priority Collateral or such other assets and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for such other assets of the ABL Claimholders in respect of their interest in such type constituting ABL Priority Collateral) is subordinated to the Liens of the ABL Agent Agents in such ABL Priority Collateral (and such other assets) on the same basis as the other Liens of the Notes Agent Term/Note Agents on ABL Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of ABL Priority Collateral (except as may be consented to by each ABL Agent in writing by the ABL Agent in its sole and absolute discretion); and; (ii) no ABL Claimholder Agent or ABL Lender shall be entitled (and each ABL Claimholder Agent and each ABL Lender shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection in respect of Notes Term/Note Priority Collateral Collateral, except as may be consented to in writing by the First Lien Agents Senior Collateral Agent in their its sole and absolute discretion; provided, however, subject to Section 6.1, the ABL Claimholders Agents and ABL Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Term/Note Priority Collateral and/or any other assets of the Grantors (excluding assets that are subject to an ABL Excluded Lien) so long as (i) the First Lien Claimholders Term/Note Agents and Term/Note Holders have been granted adequate protection in the form of a replacement lien Lien on such Collateral, Term/Note Priority Collateral or such other assets and (ii) any such Lien on Notes Term/Note Priority Collateral (and on any Collateral granted as adequate protection for such other assets of the First Lien Claimholders in respect of their interest in such Notes type constituting Term/Note Priority Collateral) is subordinated to the Liens of the First Lien Term/Note Agents in such Term/Note Priority Collateral (and such other assets) on the same basis as the other Liens of the ABL Agent Agents on Notes Term/Note Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of Notes Term/Note Priority Collateral (except as may be consented to in writing by the First Lien Agents Senior Collateral Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing Nothing herein shall limit the rights of the First Lien Term/Note Agents or and the First Lien Claimholders Term/Note Holders from seeking adequate protection with respect to their rights in the Notes Term/Note 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing Agreement. Nothing herein shall limit the rights of the ABL Agent Agents or the ABL Claimholders 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 proceeds of Notes Term/Note Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes AgentSo long as the Discharge of ABL Obligations has not occurred, the Term Debt Trustee, on behalf of itself and the Note Claimholdersitself, and the Additional First Lien Agent, on behalf of the Additional First Lien Term Debt Claimholders, 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 rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The So long as the Discharge of Term Debt Obligations has not occurred, the ABL Agent, on behalf of itself itself, and the ABL Claimholders, 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 rightright to contest): (i) any request by the First Lien Agents Term Debt Trustee or the other First Lien Term Debt Claimholders for relief from the automatic stay with respect to the Notes Priority Fixed Asset Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Term Debt Trustee or the First Lien other Term Debt Claimholders for adequate protection with respect to the Notes Priority Collateral Fixed Asset Collateral; or (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or iii) any objection by the First Lien Agents Term Debt Trustee or the First Lien other Term Debt Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Term Debt Trustee or the First Lien other Term Debt Claimholders claiming a lack of adequate protection with respect to the Notes Priority Fixed Asset Collateral. (c) Consistent with The Term Debt Trustee and the foregoing provisions in this Section 6.03other Term Debt Claimholders may seek any form of adequate protection, and the ABL Agent and the other ABL Claimholders may contest the seeking or granting of any such adequate protection, except as provided that neither the ABL Agent nor the other ABL Claimholders shall contest (or support any other Person in Sections 6.01 contesting) any request by the Term Debt Trustee or any other Term Debt Claimholders: (i) if any or all of the ABL Claimholders are granted adequate protection in the form of additional collateral in connection with any ABL Cash Collateral Use or ABL DIP Financing and 6.07such additional collateral is the type of asset or property that would constitute ABL Collateral, to obtain adequate protection in form of additional or replacement Liens on the ABL Collateral (including Proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding:) to secure the Term Debt Obligations, in connection with any such ABL Cash Collateral Use or any such ABL DIP Financing so long as any such additional or replacement Liens are subordinated to such senior adequate protection Lien securing the ABL Obligations on the same basis as the other Liens securing the Term Debt Obligations are subordinated to the Liens securing the ABL Obligations under this Agreement; (iii) no First Lien Claimholder shall be entitled (to obtain adequate protection in the form of reports, notices, inspection rights and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):similar forms of adequate protection; and (1iii) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional administrative expense claim and/or a superpriority administrative expense claim against any or replacement Lien on Collateral all of the Grantors so long as the ABL Claimholders are also granted as adequate protection an administrative expense claim and/or a superpriority administrative expense claim; provided that the administrative expense claims and/or a superpriority administrative expense claims granted to the Term Debt Claimholders and the ABL Claimholders shall be pari passu. (d) The ABL Agent and the other ABL Claimholders may seek any form of adequate protection, and the Term Debt Trustee and the other Term Debt Claimholders may contest the seeking or granting of any such adequate protection, except that neither the Term Debt Trustee nor the other Term Debt Claimholders shall contest (or support any other Person in contesting) any request by the ABL Agent or any other ABL Claimholders: (i) if any or all of the ABL Term Debt Claimholders have been are granted adequate protection in the form of a replacement lien on additional collateral in connection with any Term Debt Cash Collateral Use or Term Debt DIP Financing and such additional collateral is the type of asset or property that would constitute Fixed Asset Collateral, and to obtain adequate protection in form of additional or replacement Liens on the Fixed Asset Collateral (iiincluding Proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding) to secure the ABL Obligations, in connection with any such Lien on ABL Priority Term Debt Cash Collateral (and on Use or any Collateral granted such Term Debt DIP Financing so long as any such additional or replacement Liens are subordinated to such senior adequate protection for Lien securing the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral Term Debt Obligations on the same basis as the other Liens of securing the Notes Agent on ABL Priority Collateral; orObligations are subordinated to the Liens securing the Term Debt Obligations under this Agreement; (2ii) to seek or otherwise be granted any obtain adequate protection payments with respect to its interests in the Collateral from Proceeds form of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole reports, notices, inspection rights and absolute discretion)similar forms of adequate protection; and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1iii) to seek or otherwise be granted any type of adequate protection in respect of Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional administrative expense claim and/or a superpriority administrative expense claim against any or replacement Lien on Collateral all of the Grantors so long as (i) the First Lien Term Debt Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral are also granted as adequate protection for an administrative expense claim and/or a superpriority administrative expense claim; provided that the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated administrative expense claims and/or a superpriority administrative expense claims granted to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders from seeking adequate protection with respect to their rights in and 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this AgreementTerm Debt Claimholders shall be pari passu.

Adequate Protection. (a) The Notes AgentSecond-Lien Trustee, on behalf of itself and the Note Claimholdersother Second-Lien Creditors, and the Additional First each other Second-Lien Agent, on behalf Creditor (by its acceptance of the Additional First benefits of the Second-Lien ClaimholdersNote Documents), agrees that none of them shall be entitled (i) oppose, object to contest and none of them shall or contest (or join with or support any other Person third party opposing, objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (iia) any request by the ABL First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors for adequate protection with respect to the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (except to the extent or any granting of such adequate protection is a payment from Notes Priority Collateral); or request) or (iiib) any objection by the ABL First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors to any motion, relief, action or proceeding based on the ABL First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent that, in the sole discretion of the First Lien Creditors, the receipt by the Second-Lien Creditors of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the First-Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) no adequate protection shall be requested or accepted by the Second-Lien Creditors or by the Second Lien Collateral Agent on their behalf unless the First-Lien Creditors are satisfied in their sole discretion with the adequate protection afforded to the First-Lien Creditors, and (B) any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is Grantors’ assets, which Lien will be subordinated to the Liens securing the First-Lien Obligations (including any replacement Liens granted in respect of the ABL Agent in such Collateral First Lien Obligations) and any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens of securing the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Second-Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral Obligations are so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First First-Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with Obligations under this Agreement.

Adequate Protection. (a) The Notes Term Loan Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan Secured Parties, 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, absolutely and unconditionally waived any rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders Secured Parties for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Term Loan Priority Collateral); or (iiiii) any objection by the ABL Agent or the other any ABL Claimholders Secured Party to any motion, relief, action or proceeding based on the ABL Agent or the other such ABL Claimholders Secured Party claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL ClaimholdersSecured Parties, 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, absolutely and unconditionally waived any rightright to contest): (i) any request by the First Lien Agents Term Loan Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Term Loan Secured Parties for adequate protection with respect to the Notes Term Loan Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (ii) any objection by the First Lien Agents Term Loan Agent or the First Lien Claimholders any Term Loan Secured Party to any motion, relief, action or proceeding based on the First Lien Agents such Term Loan Agent or the First Lien Claimholders such Term Loan Secured Party claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term Loan Agent or Term Loan Secured Party shall be entitled (and each First Lien Claimholder the Term Loan Agent and Term Loan Secured Party shall be deemed to have hereby irrevocably, absolutely, 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, that subject to Section 6.016.1, First Lien Claimholders the Term Loan Agent and the Term Loan Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the ABL Claimholders Agent and the ABL Secured Parties have been granted adequate protection in the form of a an additional or replacement lien Lien on such Collateralcollateral, and (ii2) any such Lien on collateral of the same type as ABL Priority Collateral (and on AMERICAS 99686098 any Collateral collateral granted as adequate protection for the ABL Claimholders Agent and the ABL Secured Parties in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral collateral on the same basis as the other Liens of the Notes Term Loan Agent on ABL Priority Collateral; or (2) and to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and; (ii) no ABL Claimholder Agent or ABL Secured Party shall be entitled (and the ABL Agent and each ABL Claimholder Secured Party shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): (1) ): to seek or otherwise be granted any type of adequate protection in respect of Notes Term Loan Priority Collateral except as may be consented to in writing by the First Lien Agents Term Loan Agent in their its sole and absolute discretion; provided, however, that subject to Section 6.1, the ABL Claimholders Agent and ABL Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the First Lien Claimholders Term Loan Agent and Term Loan Secured Parties have been granted adequate protection in the form of a an additional or replacement lien Lien on such Collateralcollateral, and (ii2) any such Lien on Notes collateral of the same type as Term Loan Priority Collateral (and on any Collateral collateral granted as adequate protection for the First Lien Claimholders Term Loan Agent and Term Loan Secured Parties in respect of their interest in such Notes Term Loan Priority Collateral) is subordinated to the Liens of the First Lien Agents Term Loan Agent in such Collateral collateral on the same basis as the other Liens of the ABL Agent on Notes Term Loan Priority Collateral; or (2) and to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds proceeds of Notes Term Loan Priority Collateral (except as may be consented to in writing by the First Lien Agents Term Loan Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or Term Loan Agent and the First Lien Claimholders Term Loan Secured Parties from seeking adequate protection with respect to their rights in the Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Term Loan Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders Secured Parties 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 proceeds of Notes Term Loan Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.. AMERICAS 99686098

Adequate Protection. (a) The Notes Prior to the Discharge of Prior Lien Obligations, each Subordinated Lien Agent, on behalf of itself and the Note Claimholders, and the Additional First applicable Subordinated Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Prior Lien Agents Agent or the other First Prior Lien Claimholders for relief from the automatic stay with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders; or (ii) subject to the provisions of Section 6.01, any request by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders for adequate protection with respect to the Notes Priority Subordinated Lien Collateral of such Subordinated Lien Claimholders; or (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or iii) any objection by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders to any motion, relief, action or proceeding based on the First Prior Lien Agents Agent or the First other Prior Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders. (cb) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) , no First Subordinated Lien Claimholder shall be entitled (and each First Subordinated Lien Claimholder 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 (or any comparable request for relief) with respect to its interests in the ABL Priority its Subordinated Lien Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Prior Lien Agent with respect to such Collateral in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Subordinated Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien Liens on Collateral (and no Prior Lien Agent or Prior Lien Claimholder shall object to the granting of such Lien) so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Prior Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Subordinated Lien Collateral (and on any Collateral granted as adequate protection for the First Subordinated Lien Claimholders in respect of their interest in such Notes Priority Subordinated Lien Collateral) is subordinated to the Liens of the First Prior Lien Agents Agent in such Collateral on the same basis as the other Liens of the ABL Agent Subordinated Lien Agents on Notes Priority Subordinated Lien Collateral; orand (2c) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing Nothing herein shall limit the rights of the First any Prior Lien Agents Agent or the First Prior Lien Claimholders from seeking to seek adequate protection with respect to their rights in the Notes Priority their Prior Lien 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Note Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Bank Agent or the other First Lien Bank Claimholders for relief from the automatic stay with respect to the Notes Bank Priority Collateral; or; (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Bank Agent or the First Lien other Bank Claimholders for adequate protection with respect to the Notes Bank Priority Collateral (except to the extent any such adequate protection is a payment from ABL Note Priority Collateral); or or (iii) any objection by the First Lien Agents Bank Agent or the First Lien other Bank Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Bank Agent or the First Lien other Bank Claimholders claiming a lack of adequate protection with respect to the Notes Bank Priority Collateral. (b) The Bank Agent, on behalf of itself and the Bank Claimholders, 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 the Note Agent or the other Note Claimholders for relief from the automatic stay with respect to the Note Priority Collateral; (ii) any request by the Note Agent or the Note Claimholders for adequate protection with respect to the Note Priority Collateral (except to the extent any such adequate protection is a payment from Bank Priority Collateral); or (iii) any objection by the Note Agent or the Note Claimholders to any motion, relief, action or proceeding based on the Note Agent or the Note Claimholders claiming a lack of adequate protection with respect to the Note Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.2, and except as provided in Sections 6.01 and 6.076.6, in any Insolvency or Liquidation Proceeding: (i) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Bank Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Bank Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Bank Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Bank Priority Collateral (and on any Collateral granted as adequate protection for the ABL Bank Claimholders in respect of their interest in such ABL Bank Priority Collateral) is subordinated to the Liens of the ABL Bank Agent in such Collateral on the same basis as the other Liens of the Notes Note Agent on ABL Bank Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Bank Priority Collateral (except as may be consented to in writing by the ABL Bank Agent in its sole and absolute discretion); and (ii) no ABL Bank Claimholder shall be entitled (and each ABL Bank Claimholder 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 Notes Note Priority Collateral except as may be consented to in writing by the First Lien Agents Note Agent in their its sole and absolute discretion; provided, however, ABL Bank Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Note Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Note Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Note Claimholders in respect of their interest in such Notes Note Priority Collateral) is subordinated to the Liens of the First Lien Agents Note Agent in such Collateral on the same basis as the other Liens of the ABL Bank Agent on Notes Note Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Note Priority Collateral (except as may be consented to in writing by the First Lien Agents Note Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Bank Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Note Agent or the First Lien Note Claimholders from seeking adequate protection with respect to their rights in the Notes Note 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 Bank Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Note Priority Collateral, nothing herein shall limit the rights of the ABL Bank Agent or the ABL Bank Claimholders from seeking adequate protection with respect to their rights in the ABL Bank 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 Notes Note Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Each Term Loan/Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan/Notes Secured Parties, agrees that none of them shall be entitled to object to, contest and none of them shall contest (or support any other Person objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):: (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or any of the other ABL Claimholders Secured Parties for adequate protection with respect to the ABL Priority Collateral or any adequate protection provided to the ABL Agent or any of the other ABL Secured Parties with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Term Loan/Notes Priority Collateral); or (iiiii) any objection by the ABL Agent or any of the other ABL Claimholders Secured Parties to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a claim of a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL ClaimholdersSecured Parties, agrees that none of them shall be entitled to object to, contest and none of them shall contest (or support any other Person objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):: (i) any request by the First Lien Agents any Term Loan/Notes Agent or any of the other First Lien Claimholders for relief from the automatic stay with respect to the Term Loan/Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Secured Parties for adequate protection with respect to the Term Loan/Notes Priority Collateral or any adequate protection provided to any Term Loan/Notes Agent or any of the other Term Loan/Notes Secured Parties with respect to the Term Loan/Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (ii) any objection by the First Lien Agents any Term Loan/Notes Agent or the First Lien Claimholders any Term Loan/Notes Secured Party to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a claim of a lack of adequate protection with respect to the Term Loan/Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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) so long as such request is not otherwise inconsistent with this Agreement. Neither any Notes Agent, on behalf of itself and the Note its respective Notes Claimholders, and the Additional First Lien Agentnor any Notes Claimholder, on behalf of the Additional First Lien Claimholders, 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 rightright in respect of): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent that any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The Nothing herein shall limit the rights of the Term Loan Agent on behalf of itself and on behalf of the Notes Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) so long as such request is not otherwise inconsistent with this Agreement. Neither the First-Lien Notes Agent on behalf of itself and its respective Notes Claimholders, nor the Second-Lien Notes Agent on behalf of itself and its respective Notes Claimholders, nor the Third-Lien Notes Agent on behalf of itself and its respective Notes Claimholders, nor any of their respective Notes Claimholders, nor the ABL Agent, on behalf of itself and the ABL Claimholders, agrees that none of them nor any ABL Claimholder 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 rightright in respect of): (i) any request by the First Lien Agents Term Loan Agent or the other First Lien Term Loan Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Term Loan Agent or the First Lien Term Loan Claimholders for adequate protection (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and with respect to the Notes Priority Collateral (except to the extent that any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First Lien Agents Term Loan Agent or the First Lien Term Loan Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Term Loan Agent or the First Lien Term Loan Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Notes Claimholder shall be entitled (and each First Lien Notes Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Notes Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (iA) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (iiB) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis and with the same relative priority as the other Liens of the any Notes Agent on ABL Priority Collateral; or , (2C) to the First-Lien Notes Claimholders may seek or otherwise be granted any adequate protection payments with respect to its interests in only if the Collateral from Proceeds of ABL Priority Collateral Term Loan Claimholders shall have obtained adequate protection and (except as D) the Second-Lien Notes Claimholders may be consented to in writing by seek adequate protection only if the ABL Agent in its sole First-Lien Notes Claimholders shall have obtained adequate protection, and absolute discretion)the Third-Lien Notes Claimholders may seek adequate protection only if the Second-Lien Notes Claimholders shall have obtained adequate protection; and (ii) no none of the First-Lien Notes Claimholders, Second-Lien Notes Claimholders, nor Third-Lien Notes Claimholders, nor ABL Claimholder Claimholders shall be entitled (and each ABL Claimholder of them 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 Notes Priority Collateral except as expressly permitted by Section 6.1(b) or Section 6.1(c) or as otherwise may be consented to in writing by the First Lien Agents in their sole and absolute discretionTerm Loan Agent as directed under the Term Loan Agreement; provided, however, that each of the First-Lien Notes Agent and the Second-Lien Notes Agent shall be permitted to request additional adequate protection (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) with respect to the Notes Priority Collateral on behalf of itself and its respective Notes Claimholders (x) so long as such request is not otherwise inconsistent with this Agreement, (y) subject to the right of the Term Loan Agent and the Term Loan Claimholders to object on any basis (including that the First-Lien Notes Agent and the First Lien Notes Claimholder, or the Second-Lien Notes Agent and the Second-Lien Notes Claimholders, are undersecured) and (z) only to the extent such adequate protection being requested was previously granted to the Term Loan Agent, for itself and for the benefit of the Term Loan Claimholders; provided, further, however, that First-Lien Notes Claimholders, Second-Lien Notes Claimholders, Third-Lien Notes Claimholders and ABL Claimholders may seek and obtain adequate protection in respect of Notes Priority Collateral in the form of an additional or replacement Lien on Collateral so long as (iA) the First Lien Term Loan Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (iiB) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Term Loan Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents Term Loan Agent in such Collateral on the same basis and with the same relative priority respectively as the other Liens of the First-Lien Notes Agent, the Second-Lien Notes Agent, the Third-Lien Notes Agent and the ABL Agent on Notes Priority Collateral; or , and (2C) only if the Notes Claimholder having the Higher Priority Obligation immediately senior to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from Claimholder seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including shall have obtained such adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreementprotection.

Adequate Protection. (a) The Notes Prior to the Discharge of Prior Lien Obligations, each Subordinated Lien Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First applicable Subordinated Lien Claimholders, agrees that none of them shall shall, except as otherwise set forth in this Section 6.3 with respect to the ABL Agent’s seeking adequate protection relating to any Real Estate Asset or the Term Agent’ seeking adequate protection relating to any Foreign Collateral) 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Prior Lien Agents Agent or the other First Prior Lien Claimholders for relief from the automatic stay with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders (other than any request by any ABL Claimholder for adequate protection in the form of a Lien on any Real Estate Asset or the Proceeds thereof, or any request by any Term Claimholder for adequate protection in the form of a Lien on any Foreign Collateral or the Proceeds thereof ); or (ii) subject to the provisions of Section 6.01, any request by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders for adequate protection with respect to the Notes Priority Subordinated Lien Collateral of such Subordinated Lien Claimholders; or (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or iii) any objection by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders to any motion, relief, action or proceeding based on the First Prior Lien Agents Agent or the First other Prior Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders. (cb) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) , no First Subordinated Lien Claimholder shall be entitled (and each First Subordinated Lien Claimholder 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 ABL Priority its Subordinated Lien Collateral (except as expressly set forth in Section 6.01 6.1 or this Section 6.3 or as may otherwise be consented to in writing by the ABL Prior Lien Agent with respect to such Collateral in its sole and absolute discretion); provided, however, subject to Section 6.016.1 and Section 6.3(c), First Subordinated Lien Claimholders may seek and obtain adequate protection in the form of an a Lien on additional or replacement Lien Collateral (other than on Collateral any Real Estate Asset, in the case of the ABL Claimholders, and other than on any Foreign Collateral, in the case of the Term Claimholders) so long as (i) the ABL Prior Lien Claimholders have also been granted adequate protection in the form of a replacement lien Lien on such additional or replacement Collateral, and (ii) any such Lien on ABL Priority Subordinated Lien Collateral (and on any Collateral granted as adequate protection for the ABL Subordinated Lien Claimholders in respect of their interest in such ABL Priority Subordinated Lien Collateral) is subordinated to the adequate protection and other Liens of the ABL Prior Lien Agent in such Collateral on the same basis as the other Liens of the Notes Agent Subordinated Lien Agents on ABL Priority Subordinated Lien Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (iic) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing Nothing herein shall limit the rights of the First any Prior Lien Agents Agent or the First Prior Lien Claimholders from seeking to seek adequate protection with respect to their rights in the Notes Priority their Prior Lien 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 long as such request is not otherwise inconsistent with this Agreement provided, however, that (i) the ABL Claimholders may be only entitled to seek or receive any Lien or other form of adequate protection with respect to any Real Estate Asset or any Proceeds thereof solely to the extent the Term Claimholders have also been granted adequate protection in such form and (as applicable) (1) any such adequate protection Lien thereon granted to the ABL Claimholders is subordinated to all adequate protection Liens and all other Liens thereon of the Term Claimholders and shall be subject to the terms of this Agreement for all purposes (including in relation to the Prior Lien Obligations) as the other Liens on Term Priority Collateral securing the Subordinated Lien Obligations are subject to this Agreement and (2) any such other form of adequate protection granted to the ABL Claimholders with respect to the Real Estate is subordinated to the adequate protection in such form that has been granted to the Term Claimholders with respect thereto, and (ii) the Notes Priority Collateral, nothing herein shall limit the rights Term Claimholders may only be entitled to seek or receive any Lien or other form of the ABL Agent or the ABL Claimholders from seeking adequate protection with respect to their rights any Foreign Collateral or any Proceeds thereof solely to the extent the ABL Claimholders have also been granted adequate protection in such form and (as applicable) (1) any such adequate protection Lien thereon granted to the Term Claimholders is subordinated to all adequate protection Liens and all other Liens thereon of the ABL Claimholders and shall be subject to the terms of this Agreement for all purposes (including in relation to the Prior Lien Obligations) as the other Liens on ABL Priority Collateral in securing the Subordinated Lien Obligations are subject to this Agreement and (2) any Insolvency or Liquidation Proceeding (including such other form of adequate protection granted to the Term Claimholders with respect to the Foreign Collateral is subordinated to the adequate protection in such form that has been granted to the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of Notes Priority Collateral) so long as such request is not otherwise inconsistent ABL Claimholders with this Agreementrespect thereto.

Adequate Protection. (a) The Notes In any Insolvency Proceeding involving a Grantor, each of ABL Agent, on behalf of itself each other ABL Claimholder, Notes Agent and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, each other Notes Claimholder agrees that none of them shall be entitled to contest and none of them shall it will not oppose or contest (or support any other Person person opposing or contesting) (but and instead shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): right to do so): (i) subject to the provisions of Section 6.01, any request by Notes Agent or any other Notes Claimholder, with respect to the Notes Priority Collateral prior to the Discharge of Notes Obligations, or any request by ABL Agent or any other ABL Claimholder, with respect to the ABL Priority Collateral prior to the Discharge of ABL Obligations, in each case, for adequate protection for the application of proceeds of ABL Priority Collateral to the ABL Obligations, or the proceeds of Notes Priority Collateral to the Notes Obligations, as applicable, and, with respect to Liens on the ABL Priority Collateral or the Notes Priority Collateral, as applicable, for replacement or additional Liens on post-petition assets of the same type as the ABL Priority Collateral or the Notes Priority Collateral, as applicable, or (ii) as applicable, (A) any (1) objection by ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to their Liens in the ABL Priority Collateral, or (2) request by ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or , or (iiB) any request (1) objection by the ABL Notes Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Notes Agent or the other ABL Notes Claimholders claiming a lack of adequate protection with respect to their Liens in the ABL Notes Priority Collateral. Collateral or (b2) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Notes Agent or the other First Lien Notes Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or provided, however, that (iix) subject ABL Agent and the other ABL Claimholders may object to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection that would result in any adequate protection payments to Notes Agent or other Notes Claimholders being made with respect any ABL Priority Collateral, or with any advances made pursuant to any ABL DIP Financing prior to the Discharge of ABL Obligations and (y) Notes Agent and other Notes Claimholders may object to any request for adequate protection that would result in any adequate protection payments to ABL Agent or other ABL Claimholders being made with any Notes Priority Collateral, or with any advances made pursuant to any Notes DIP Financing prior to the Discharge of Notes Obligations. If ABL Agent, for itself and on behalf of the other ABL Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien or additional Lien on the post-petition assets of the same type as the Notes Priority Collateral, then ABL Agent, for itself and the other ABL Claimholders, agrees that Notes Agent shall also be granted a replacement or additional Lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted post-petition assets as adequate protection for the ABL Claimholders in respect of their its senior interest in such the Notes Priority Collateral and that ABL Priority Collateral) is Agent’s replacement or additional Lien shall be subordinated to the Liens replacement or additional Lien of the ABL Notes Agent in such Collateral on the same basis as the other Liens of ABL Agent on the Notes Priority Collateral are subordinated to the Liens of Notes Agent on the Notes Priority Collateral under this Agreement; in that regard, ABL Agent, for itself and the other ABL Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the Notes Priority Collateral; or (2) to seek Collateral unless Notes Agent shall also have received a replacement or otherwise be granted any additional Lien thereon as adequate protection payments with respect to of its interests senior interest in the Notes Priority Collateral from Proceeds that is superior to the additional or replacement Liens so granted to ABL Agent. If Notes Agent, for itself and on behalf of the other Notes Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien or additional Lien on the post-petition assets of the same type as the ABL Priority Collateral, then Notes Agent, for itself and the other Notes Claimholders, agrees that ABL Agent shall also be granted a replacement or additional Lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted post-petition assets as adequate protection for the First Lien Claimholders in respect of their its senior interest in such the ABL Priority Collateral and that Notes Priority Collateral) is Agent’s replacement or additional Lien shall be subordinated to the Liens replacement or additional Lien of the First Lien Agents in such Collateral ABL Agent on the same basis as the other Liens of Notes Agent on the ABL Priority Collateral are subordinated to the Liens of ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority CollateralCollateral under this Agreement; in that regard, nothing herein shall limit Notes Agent, for itself and the rights other Notes Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the First same type as the ABL Priority Collateral unless ABL Agent shall also have received a replacement or additional Lien Agents or the First Lien Claimholders from seeking thereon as adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders from seeking adequate protection with respect to their rights its senior interest in the ABL Priority Collateral in any Insolvency that is superior to the additional or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of replacement Liens so granted to Notes Priority Collateral) so long as such request is not otherwise inconsistent with this AgreementAgent.

Adequate Protection. ‌ (a) The Notes Note Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or; (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Note Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Note Agent or the other First Lien Note Claimholders for relief from the automatic stay with respect to the Notes Note Priority Collateral; or; (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Note Agent or the First Lien Note Claimholders for adequate protection with respect to the Notes Note Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First Lien Agents Note Agent or the First Lien Note Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Note Agent or the First Lien Note Claimholders claiming a lack of adequate protection with respect to the Notes Note Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.2, and except as provided in Sections 6.01 and 6.076.6, in any Insolvency or Liquidation Proceeding: (i) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Note Agent on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Note Priority Collateral except as may be consented to in writing by the First Lien Agents Note Agent in their its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Note Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Note Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Note Claimholders in respect of their interest in such Notes Note Priority Collateral) is subordinated to the Liens of the First Lien Agents Note Agent in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Note Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Note Priority Collateral (except as may be consented to in writing by the First Lien Agents Note Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Note Agent or the First Lien Note Claimholders from seeking adequate protection with respect to their rights in the Notes Note 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Note Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Note Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes AgentLoan B Agent and each Lender agrees that, on behalf of itself and subject to the Note Claimholdersapplicable Acknowledgment Agreement, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, agrees that none of them it shall be entitled not object to contest and none of them shall or contest (or support any other Person so objecting or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):) (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (iia) any request by or motion by, in the ABL case of the Loan A Lender, the Loan B Agent or and the other ABL Claimholders Loan B Lenders, and, in the case of the Loan B Agent and the Loan B Lenders, the Loan A Lender, for adequate protection with respect to the ABL Priority Collateral protection, (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiib) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action action, or proceeding initiated by, in the case of the Loan A Lender, the Loan B Agent and the Loan B Lenders, and, in the case of the Loan B Agent and the Loan B Lenders, the Loan A Lender, for relief based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agentprotection, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03payment of interest, and except as provided in Sections 6.01 and 6.07fees, expenses, or other amounts to, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (the case of the Loan A Lender, the Loan B Agent and each First Lien Claimholder shall be deemed to have hereby irrevocablythe Loan B Lenders, absolutelyand, and unconditionally waived any right): (1) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral case of the Loan B Agent and the Loan B Lenders, the Loan A Lender, under Sections 506(b) or (except as expressly set forth in Section 6.01 c) of the Bankruptcy Code or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion)any other applicable Debtor Relief Law; provided, however, that the Loan B Agent and the Lenders may, subject to Section 6.01the applicable Acknowledgment Agreement, First Lien Claimholders may oppose any of the actions described in the foregoing clauses (a) through (c) to the extent that such actions could reasonably be expected to impair such Person’s interest in any of its respective Collateral or if such actions would violate the provisions of this Agreement. The Loan B Agent and each Lender further acknowledges and agrees that it shall not seek and obtain adequate protection of its interests in, in the form case of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection Loan A Lender, the Loan B Collateral, and, in the form case of a replacement lien on such the Loan B Agent and the Loan B Lenders, the Loan A Collateral, and (ii) in any such Lien on ABL Priority Collateral (and on form or substance or assert any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral position 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 long as such request is not otherwise inconsistent with the interests of, in the case of the Loan A Lender, the Loan B Agent’s and the Loan B Lenders’ interests in the Loan B Collateral, and, in the case of the Loan B Agent and the Loan B Lenders, the Loan A Lender’s interests in the Loan A Collateral, or the provisions of this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this applicable Acknowledgment Agreement.

Adequate Protection. (a) The Neither the Notes Agent, on behalf of itself and the Note Notes Claimholders, and the Additional First Lien Agentnor any Notes Claimholder, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The Neither the ABL Agent, on behalf of itself and the ABL Claimholders, agrees that none of them nor any ABL Claimholder 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 the First Lien Agents Notes Agent or the other First Lien Notes Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Notes Agent or the First Lien Notes Claimholders for adequate protection with respect to the Notes Priority Collateral Collateral; or (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or iii) any objection by the First Lien Agents Notes Agent or the First Lien Notes Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Notes Agent or the First Lien Notes Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Notes Claimholder shall be entitled (and each First Lien Notes Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Notes Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Notes Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Notes Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents Notes Agent in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Notes Agent or the First Lien Notes Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, In any Insolvency Proceeding involving a Grantor, (i) Term Loan Claimholder agrees that none of them it shall be entitled not object to contest and none of them shall contest (or contest, or support any other Person contesting) person objecting or contesting (but and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any rightright to do so): (iA) subject to the provisions of Section 6.01, any request by any ABL Claimholder prior to the Payment in Full of ABL Priority Debt for adequate protection of their interest in the ABL Agent Collateral, including replacement or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateraladditional Liens on post-petition assets; or (iiB) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiix) any objection by the any ABL Agent or the other ABL Claimholders Claimholder to any motion, relief, action action, or proceeding based on the ABL Agent or the other any such ABL Claimholders claiming a lack of adequate protection with respect to of its interest in the ABL Priority Collateral. , or (by) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders any ABL Claimholder for relief from the automatic stay with in respect to of the Notes Priority ABL Collateral; or; (ii) subject to the provisions of Section 6.01, if any request by the First Lien Agents one or the First Lien more ABL Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to seek or otherwise be are granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien (on Collateral so long as (iexisting or future assets of Grantors) in connection with any DIP Financing or use of Cash Collateral, then ABL Agent agrees that Term Loan Agent shall also be entitled to seek, without objection from ABL Claimholders, adequate protection of their interest in the ABL Claimholders have been granted adequate protection Collateral in the form of a an additional or replacement lien Lien (on such Collateralexisting or future assets of Grantors), and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated which additional or replacement Lien, if obtained, shall be subordinate to the Liens of on such assets securing the ABL Agent in such Collateral Debt (including those under a DIP Financing) on the same basis as the other Liens of securing the Notes Agent on Term Loan Debt are subordinate to the ABL Priority Collateral; orDebt under this Agreement; (2iii) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Priority Collateral (except as may my otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion(acting at the instruction of the requisite ABL Claimholders); and (ii) , no ABL Term Loan Claimholder shall be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to may seek or otherwise be granted any type of adequate protection in respect of Notes Priority any interest in the ABL Collateral except as may be consented for adequate protection permitted pursuant to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain Section 6.5(a)(iv) or adequate protection in the form of an additional or replacement Lien in and to existing or future assets of Grantors, and Term Loan Agent further agrees that ABL Agent shall also be entitled to seek, without objection from the Term Loan Claimholders, a senior adequate protection Lien in and to such existing or future assets of Grantors as security for the ABL Debt (junior to any Lien in favor of Term Loan Agent to the extent such additional or replace Lien is with respect to the Term Loan Priority Collateral) and that any adequate protection Lien securing the Term Loan Debt shall be subordinated to such senior adequate protection Lien securing the ABL Debt on Collateral so long the same basis as the other Liens securing the Term Loan Debt are subordinated to the Liens securing the ABL Debt under this Agreement; (iiv) the First Lien if any one or more ABL Claimholders have been are granted adequate protection in the form of a replacement lien on such superpriority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as then ABL Agent agrees that Term Loan Agent shall also be entitled to seek, without objection from ABL Claimholders, adequate protection for the First Lien Claimholders in respect of their its interest in such Notes Priority Collateral) is subordinated the ABL Collateral in the form of a superpriority or other administrative expense claim (as applicable), which superpriority or other administrative expense claim, if obtained, shall be subordinate to the Liens of the First Lien Agents in such Collateral on the same basis as the superpriority or other Liens administrative expense claim of the ABL Claimholders; provided, however, that the Term Loan Agent shall have irrevocably agreed on Notes Priority Collateral; or behalf of the Term Loan Claimholders, pursuant to Section 1129(a)(9) of the Bankruptcy Code (2) to seek or otherwise be similar Bankruptcy Law), in any stipulation and/or order granting such adequate protection, that any such subordinated superpriority or other administrative claim granted any adequate protection payments thereto with respect to its their interests in the ABL Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing paid under any plan of reorganization that is accepted by the First Lien Agents requisite affirmative vote of all classes composed of the secured claims of ABL Claimholders in their sole and absolute discretion).any combination of cash, debt, equity or other property having a value as of the effective date of such plan equal to the allowed amount of such claims; and (dv) With if any one or more Term Loan Claimholders are granted adequate protection with respect to (i) their interests in the ABL Priority Collateral in the form of a superpriority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, nothing then Term Loan Agent agrees that ABL Agent shall also be entitled to seek, without objection from Term Loan Claimholders, adequate protection in the form of a superpriority or other administrative expense claim (as applicable), which superpriority or other administrative expense claim, if obtained, shall be senior to the superpriority or other administrative expense claim of the Term Loan Claimholders granted with respect to their interests in the ABL Collateral; and (b) Nothing herein shall limit the rights of the First Lien Agents prohibit or the First Lien Claimholders restrict Term Loan Agent from seeking adequate protection with respect to their rights the interests of Term Loan Claimholders in the Notes Term Loan Priority Collateral, provided that nothing herein shall prohibit or restrict the ABL Agent from objecting to the use of any ABL Collateral or proceeds of any DIP Financing in making any such adequate protection payment in respect of the Term Loan Priority Collateral. (c) Neither Term Loan Agent nor any other Term Loan Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by any of the ABL Claimholders or the value of any claims of ABL Claimholders under Section 506(a) of the Bankruptcy Code or any claim by any ABL Claimholder for allowance 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 CollateralDebt consisting of post-petition interest, fees, or expenses. (d) so long as such request is not otherwise inconsistent with this Agreement and (ii) Neither ABL Agent nor any other ABL Claimholder shall object to, oppose, or challenge the Notes Priority Collateral, nothing herein shall limit the rights determination of the ABL Agent extent of any Liens held by any of the Term Loan Claimholders or the ABL value of any claims of Term Loan Claimholders from seeking adequate protection with respect to their rights in under Section 506(a) of the ABL Priority Collateral Bankruptcy Code or any claim by any Term Loan Claimholder for allowance in any Insolvency Proceeding of Term Loan Debt consisting of post-petition interest, fees, or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreementexpenses.

Adequate Protection. (a) The Notes AgentIn any Insolvency Proceeding involving a Grantor, on behalf of itself and the Note Claimholders, and the Additional First each Senior Lien Agent, on behalf of the Additional First Lien ClaimholdersAgent and Junior Lien Agent and each Senior Lien Claimholder, First Lien Claimholder and Junior Lien Claimholder agrees that none of them it shall be entitled to contest and none of them shall not contest (or support any other Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral)protection; or (iiiii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action action, or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateralprotection. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in In any Insolvency or Liquidation ProceedingProceeding involving a Grantor: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived if any right): (1) to seek one or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien more Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been are granted adequate protection in the form of a replacement lien Lien (on such existing or future assets of Grantors) in connection with any DIP Financing or use of Cash Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for then the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL applicable Agent in such Collateral on the same basis as the agrees that each other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall also be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocablyseek, absolutelywithout objection from any other Claimholders, and unconditionally waived any right): (1) to seek or otherwise be granted any type of adequate protection in respect of Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien Lien (on such Collateralexisting or future assets of Grantors), and which replacement Lien, if obtained, shall have the same relative priority with respect to the claims of the other Claimholders as the Liens as set out in this Agreement pursuant to Section 2.1 (including those under a DIP Financing permitted under Section 6.2); (ii) if any such Lien on Notes Priority Collateral (and on any Collateral one or more Claimholders are granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments an expense of administration claim in connection with any DIP Financing or otherwise, other than from Proceeds use of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Cash Collateral, nothing herein then the applicable Agent agrees that each other Agent shall limit the rights of the ABL Agent or the ABL Claimholders also be entitled to seek, without objection from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including Claimholders, adequate protection in the form of a cash paymentan expense of administration claim, which administration claim, if obtained, shall have the same relative priority with respect to the claims of the other Claimholders as the Liens as set out in this Agreement; (iii) [Any Agent (a) may seek, without objection from any Claimholders or other Agent, adequate protection with respect to such 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; provided, however, that each Agent holding a Secondary Lien for itself and on behalf of its Claimholders agrees that it shall not seek or otherwiserequest such adequate protection payments unless all Agents with respect to all Prior Liens have been granted such adequate protection payments.] (c) No Agent or any Claimholder shall object to, oppose, or challenge any claim by any other than from Proceeds Agent or any other Claimholder for allowance in any Insolvency Proceeding of Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreementits Obligations consisting of post-petition interest, fees, or expenses.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Notes Agent or the other First Lien Note Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Notes Agent or the First Lien Note Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First Lien Agents Notes Agent or the First Lien Note Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Notes Agent or the First Lien Note Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Note Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Note Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents Notes Agent in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Notes Agent or the First Lien Note Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Term Collateral Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien ClaimholdersTerm Loan Secured Parties, 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 rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Collateral Agent or the other ABL Claimholders Secured Parties for adequate protection with respect to the ABL Priority Collateral (except to the extent any Collateral; provided that if such adequate protection is a payment from Notes granted with respect to any additional assets or property that constitute Term Priority Collateral), (i) a Lien thereon shall also have been created in favor of the Term Loan Secured Parties in respect of such Collateral and (ii) the Lien in favor of the ABL Collateral Agent or the other ABL Secured Parties thereon shall be subordinated to the extent set forth in this Agreement; or (iiiii) any objection by the ABL Collateral Agent or the other ABL Claimholders Secured Parties to any motion, relief, action or proceeding based on the ABL Collateral Agent or the other ABL Claimholders Secured Parties claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Collateral Agent, on behalf of itself and the ABL ClaimholdersSecured Parties, 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 rightright to contest): (i) any request by the First Lien Agents Term Collateral Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Term Loan Secured Parties for adequate protection with respect to the Notes Term Priority Collateral (except to the extent any Collateral; provided that if such adequate protection is a payment from granted with respect to any additional assets or property that constitute ABL Priority Collateral), (i) a Lien thereon shall also have been created in favor of the ABL Secured Parties in respect of such Collateral and (ii) the Lien in favor of the Term Collateral Agent or the other Term Loan Secured Parties thereon shall be subordinated to the extent set forth in this Agreement; or or (ii) any objection by the First Lien Agents Term Collateral Agent or the First Lien Claimholders Term Loan Secured Parties to any motion, relief, action or proceeding based on the First Lien Agents Term Collateral Agent or the First Lien Claimholders Term Loan Secured Parties claiming a lack of adequate protection with respect to the Notes Term Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided expressly set forth in Sections 6.01 and 6.07in Section 6.1, in any Insolvency or Liquidation Proceeding: (i) except as may be consented to in writing by the ABL Collateral Agent in its sole and absolute discretion, no First Lien Claimholder Term Loan Secured Party shall be entitled (and each First Lien Claimholder Term Loan Secured Party 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject no Term Loan Creditor will contest, protest, or object to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (iiA) any request by the an ABL Agent or the other ABL Claimholders Creditor for “adequate protection with respect to protection” under any Bankruptcy Law on account of the ABL Priority Collateral consistent with the provisions hereof, (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiiB) any an objection by the an ABL Agent or the other ABL Claimholders Creditor to any a motion, relief, action action, or proceeding based on the an ABL Agent or the other ABL Claimholders Creditor claiming a lack of adequate protection with respect to the ABL Priority Collateral. , or (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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): (iC) any request by the First Lien Agents or the other First Lien Claimholders ABL Agent for relief from any stay or other relief based upon a lack of adequate protection or any other reason in respect of the automatic stay with respect to the Notes ABL Priority Collateral; or Collateral and (ii) subject no ABL Creditor will contest, protest, or object to the provisions of Section 6.01, (A) any request by a Term Loan Creditor for “adequate protection” under any Bankruptcy Law on account of the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Term Loan Priority Collateral consistent with the provisions hereof, (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any B) an objection by the First Lien Agents or the First Lien Claimholders a Term Loan Creditor to any a motion, relief, action action, or proceeding based on the First Lien Agents or the First Lien Claimholders a Term Loan Creditor claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral, or (C) any request by the Term Lender for relief from any stay or other relief based upon a lack of adequate protection or any other reason in respect of the Term Loan Priority Collateral. (cb) Consistent with Notwithstanding the foregoing provisions in this preceding Section 6.03, and except as provided in Sections 6.01 and 6.076.2, in any an Insolvency or Liquidation Proceeding: (i) except as permitted in this Sections 6.3, (A) no First Lien Claimholder shall be entitled (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to Term Loan Creditors may seek or otherwise be granted any type of request adequate protection with or relief from the automatic stay imposed by section 362 of the Bankruptcy Code in respect to its interests in of the ABL Priority Collateral Collateral, (except as expressly set forth B) if an ABL Creditor seeks and/or is granted Senior Adequate Protection Liens in Section 6.01 or as may otherwise be consented to in writing by respect of the ABL Agent in its sole and absolute discretion); providedPriority Collateral, however, subject to Section 6.01, First Lien Claimholders then the Term Lender may seek and obtain or request adequate protection in the form of an additional or replacement a Lien on the ABL Priority Collateral so long as subject to the Senior Adequate Protection Liens (ithe “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens will be subordinated to (1) the Liens securing the ABL Claimholders have been Obligations on the same basis as the other Liens on ABL Priority Collateral securing the Term Loan Obligations are subordinated to the Liens on ABL Priority Collateral securing ABL Obligations under this Agreement, (2) to the DIP Liens on ABL Priority Collateral on the same terms (but on a basis junior to the Liens of the ABL Creditors) as the Liens of the ABL Creditors are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (3) any “carve-out” or other similar administrative priority expense or claim agreed to by the ABL Agent or the other ABL Creditors; provided that any failure of the Term Loan Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise affect the agreements, undertakings and consents of the Term Loan Creditors hereunder; and (C) if an ABL Creditor is granted adequate protection in the form of a replacement lien on such Collateralclaim under section 507(b) of the Bankruptcy Code, and (iithen the Term Lender may seek or request adequate protection in the form of a subordinate claim under section 507(b) any such Lien on of the Bankruptcy Code. Any claim by a Term Loan Creditor under section 507(b) of the Bankruptcy Code relating to ABL Priority Collateral will be subordinate in right of payment to any claim of the ABL Creditors (and the lenders under any DIP Financing) under section 507(b) of the Bankruptcy Code relating to ABL Priority Collateral and any payment thereof will be deemed to be Proceeds of such Collateral and the Term Loan Creditors hereby waive their rights under section 1129(a)(9) of the Bankruptcy Code and consent and agree that such section 507(b) claims may be paid under a plan of reorganization in any form having a value on any Collateral granted the effective date of such plan equal to the allowed amount of such claims. Except as expressly set forth herein, the Term Loan Creditors shall not seek or request adequate protection for in any Insolvency Proceeding and the ABL Claimholders Creditors may oppose any adequate protection proposed to be made by any Obligor to the Term Loan Creditors. Furthermore, in the event that any Term Loan Creditor actually receives any payment of (or through) adequate protection in any Insolvency Proceeding (including any payment in respect of their interest in such a claim granted under Section 507(b) of the Bankruptcy Code) relating to ABL Priority Collateral) is subordinated , the same shall be segregated and held in trust and promptly paid over to the Liens ABL Agent, for the benefit of the ABL Creditors, in the same form as received, with any necessary endorsements, and each Term Loan Creditor hereby authorizes the ABL Agent to make any such endorsements as agent for the Term Lender (which authorization, being coupled with an interest, is irrevocable) to be held or applied by the ABL Agent in accordance with the terms of the ABL Documents until the Discharge of ABL Obligations (other than Excess ABL Obligations) shall have occurred before any of the same may be retained by one or more of the Term Loan Creditors. Each Term Loan Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority to pay or otherwise deliver all such payments to the ABL Agent. (ii) except as permitted in this Sections 6.3, (A) no ABL Creditors may seek or request adequate protection or relief from the automatic stay imposed by section 362 of the Bankruptcy Code in respect of the Term Loan Priority Collateral, (B) if a Term Loan Creditor seeks and/or is granted Senior Adequate Protection Liens in respect of the Term Loan Priority Collateral, then the ABL Agent may seek or request Junior Adequate Protection Liens on the Term Loan Priority Collateral subject to the Senior Adequate Protection Liens of the Term Loan Lender, which Junior Adequate Protection Liens will be subordinated to (1) the Liens securing the Term Loan Obligations on the same basis as the other Liens of on Term Loan Priority Collateral securing the Notes Agent ABL Obligations are subordinated to the Liens on ABL Term Loan Priority Collateral; or Collateral securing Term Loan Obligations under this Agreement, (2) to seek the DIP Liens on Term Loan Priority Collateral, if applicable, on the same terms (but on a basis junior to the Liens of the Term Loan Creditors) as the Liens of the Term Loan Creditors are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), and (3) any “carve-out” or other similar administrative priority expense or claim agreed to by the Term Lender or the other Term Loan Creditors; provided that any failure of the ABL Creditors to obtain such Junior Adequate Protection Liens shall not impair or otherwise be granted any adequate protection payments with respect to its interests in affect the Collateral from Proceeds agreements, undertakings and consents of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole Creditors hereunder; and absolute discretion); and (iiC) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been if a Term Loan Creditor is granted adequate protection in the form of a replacement lien on such Collateral, and (iiclaim under section 507(b) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of Bankruptcy Code, then the ABL Agent on Notes Priority Collateral; or (2) to may seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including request adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from subordinate claim under section 507(b) of the Bankruptcy Code. Any claim by an ABL Creditor under section 507(b) of the Bankruptcy Code relating to Term Loan Priority Collateral will be subordinate in right of payment to any claim of the Term Loan Creditors (and the lenders under any DIP Financing) under section 507(b) of the Bankruptcy Code relating to Term Loan Priority Collateral and any payment thereof will be deemed to be Proceeds of such Collateral and the ABL Priority CollateralCreditors hereby waive their rights under section 1129(a)(9) so long of the Bankruptcy Code and consent and agree that such section 507(b) claims may be paid under a plan of reorganization in any form having a value on the effective date of such plan equal to the allowed amount of such claims. Except as such expressly set forth herein, the ABL Creditors shall not seek or request is not otherwise inconsistent with this Agreement adequate protection in any Insolvency Proceeding and the Term Loan Creditors may oppose any adequate protection proposed to be made by any Obligor to the ABL Creditors. Furthermore, in the event that any ABL Creditor actually receives any payment of (iior through) adequate protection in any Insolvency Proceeding (including any payment in respect of a claim granted under Section 507(b) of the Notes Bankruptcy Code) relating to Term Loan Priority Collateral, nothing herein the same shall limit be segregated and held in trust and promptly paid over to the rights Term Lender, in the same form as received, with any necessary endorsements, and each ABL Creditor hereby authorizes the Term Lender to make any such endorsements as agent for the ABL Agent (which authorization, being coupled with an interest, is irrevocable) to be held or applied by the Term Lender in accordance with the terms of the Term Loan Documents until the Discharge of Term Loan Obligations shall have occurred before any of the same may be retained by one or more of the ABL Agent Creditors. Each ABL Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority to pay or otherwise deliver all such payments to the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this AgreementTerm Lender.

Adequate Protection. (aA) The Notes Each Agent, on behalf of itself and the Note ClaimholdersClaimholders for whom it acts as agent, may seek adequate protection of its interest in its respective Priority Collateral and the Additional First Lien other Agent, on behalf of itself and the Additional First Lien ClaimholdersClaimholders for whom it acts as agent, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any such request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to by the ABL Priority Collateral Agent or (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiiii) any objection by the ABL Priority Agent or the other ABL Priority Claimholders to any motion, relief, action or proceeding based on the ABL Priority Agent or the other ABL Priority Claimholders claiming a lack of adequate protection of their interests in the Priority Collateral. Each Priority Agent acknowledges and agrees that any superpriority administrative expense claim granted to such Priority Agent or arising under 11 U.S.C. § 507(b) as adequate protection of its interest in its respective Priority Collateral shall be pari passu with respect any superpriority administrative expense claim granted to the ABL other Agent as adequate protection of its interest in its respective Priority Collateral. (bB) The ABL Each Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from whom it acts as Agent, may seek adequate protection of its junior interest in the automatic stay with respect to the Notes Priority Collateral; or (ii) , subject to the provisions of Section 6.01this Agreement, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral only if (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (iA) the ABL Claimholders have been Priority Agent is granted adequate protection in the form of a replacement lien Lien on such post-petition collateral of the same type as the Priority Collateral, and (iiB) any such additional protection requested by such Agent is in the form of a replacement Lien on ABL Priority Collateral (and on any Collateral granted such post-petition collateral of the same type as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is , which Lien, if granted, will be subordinated to the adequate protection Liens granted in favor of the ABL Priority Agent in on such post-petition collateral and the Liens securing any DIP financing (and all Obligations relating thereto) secured by such Priority Collateral on the same basis as the other Liens of the Notes other Agent on ABL Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL such Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is are subordinated to the Liens of the First Lien Agents in such Collateral Priority Agent on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.under this

Adequate Protection. (a) The Notes Prior to the Discharge of Prior Lien Obligations, each Subordinated Lien Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First applicable Subordinated Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Prior Lien Agents Agent or the other First Prior Lien Claimholders for relief from the automatic stay with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders; or (ii) subject to the provisions of Section 6.01, any request by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders for adequate protection with respect to the Notes Priority Subordinated Lien Collateral of such Subordinated Lien Claimholders; or (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or iii) any objection by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders to any motion, relief, action or proceeding based on the First Prior Lien Agents Agent or the First other Prior Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders. (cb) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) , no First Subordinated Lien Claimholder shall be entitled (and each First Subordinated Lien Claimholder 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 ABL Priority its Subordinated Lien Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Prior Lien Agent with respect to such Collateral in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Subordinated Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien Liens on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Prior Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Subordinated Lien Collateral (and on any Collateral granted as adequate protection for the First Subordinated Lien Claimholders in respect of their interest in such Notes Priority Subordinated Lien Collateral) is subordinated to the Liens of the First Prior Lien Agents Agent in such Collateral on the same basis as the other Liens of the ABL Agent Subordinated Lien Agents on Notes Priority Subordinated Lien Collateral; orand (2c) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing Nothing herein shall limit the rights of the First any Prior Lien Agents Agent or the First Prior Lien Claimholders from seeking to seek adequate protection with respect to their rights in the Notes Priority their Prior Lien 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes In any Insolvency Proceeding, the Second Lien Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Second Lien Claimholders, agrees that none of them shall be entitled contest, protest or object to contest and none of them shall contest (or support any other Person contestingcontesting or objecting to) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Agent or the First Lien Claimholders for “adequate protection” (within the meaning of the Bankruptcy Code or any similar Bankruptcy Law) or any agreement between the Borrower and First Lien Claimholders providing for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral)First Lien Claimholders; or (ii) any objection by the First Lien Agents Agent or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Agent or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateralprotection. (cb) Consistent with Notwithstanding the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.076.4, in any Insolvency or Liquidation Proceeding: (i) no First except as permitted in this Section 6.4, the Second Lien Claimholder shall be entitled Claimholders may not seek or request adequate protection and may not seek relief from the automatic stay imposed by Section 362 of the Bankruptcy Code (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):or similar Bankruptcy Law) or other relief based upon a lack of adequate protection; (1ii) to seek or otherwise be granted any type of adequate protection with respect to its interests in if the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional (or replacement Lien on Collateral so long as (iany subset thereof) the ABL Claimholders have been are granted adequate protection in the form of additional Collateral, then the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, may seek or request adequate protection in the form of a replacement lien Lien on such additional or replacement Collateral, and (ii) any such which Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is will be subordinated to the Liens of at any time securing the ABL Agent in such Collateral First Lien Obligations on the same basis as the other Liens of securing the Notes Agent on ABL Priority Collateral; or Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement (2) to seek and the First Lien Claimholders will not contest or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretionobject thereto); and (iiiii) no ABL Claimholder any claim of the Second Lien Claimholders under Section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) shall be entitled (and each ABL Claimholder shall be deemed subordinate in right of payment to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to seek or otherwise be granted any type claim of adequate protection in respect of Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (iiunder Section 507(b) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or Bankruptcy Code (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretionsimilar Bankruptcy Law). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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) so long as such request is not otherwise inconsistent with this Agreement. Neither any Notes Agent, on behalf of itself and the Note its respective Notes Claimholders, and the Additional First Lien Agentnor any Notes Claimholder, on behalf of the Additional First Lien Claimholders, 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 rightright in respect of): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent that any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The Nothing herein shall limit the rights of the First-Lien Notes Agent on behalf of itself and on behalf of the Notes Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) so long as such request is not otherwise inconsistent with this Agreement. Neither the Second-Lien Notes Agent on behalf of itself and its respective Notes Claimholders, nor the Third-Lien Notes Agent on behalf of itself and its respective Notes Claimholders, nor any of their respective Notes Claimholders, nor the ABL Agent, on behalf of itself and the ABL Claimholders, agrees that none of them nor any ABL Claimholder 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 rightright in respect of): (i) any request by the First First-Lien Agents Notes Agent or the other First First-Lien Notes Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First First-Lien Agents Notes Agent or the First First-Lien Notes Claimholders for adequate protection (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) and with respect to the Notes Priority Collateral (except to the extent that any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First First-Lien Agents Notes Agent or the First First-Lien Notes Claimholders to any motion, relief, action or proceeding based on the First First-Lien Agents Notes Agent or the First First-Lien Notes Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Notes Claimholder shall be entitled (and each First Lien Notes Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Notes Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (iA) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (iiB) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis and with the same relative priority as the other Liens of the any Notes Agent on ABL Priority Collateral; or , and (2C) to the Second-Lien Claimholders may seek or otherwise be granted any adequate protection payments with respect to its interests in only if the Collateral from Proceeds of ABL Priority Collateral (except as First-Lien Claimholders shall have obtained adequate protection, and the Third-Lien Claimholders may be consented to in writing by seek adequate protection only if the ABL Agent in its sole and absolute discretion)Second-Lien Claimholders shall have obtained adequate protection; and (ii) no none of the Second-Lien Notes Claimholders, nor Third-Lien Notes Claimholders, nor ABL Claimholder Claimholders shall be entitled (and each ABL Claimholder of them 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 Notes Priority Collateral except as expressly permitted by Section 6.1(b) or as otherwise may be consented to in writing by the First First-Lien Agents in their sole and absolute discretionNotes Agent as directed under the First-Lien Indenture; provided, however, the Second-Lien Notes Agent shall be permitted to request additional adequate protection (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) with respect to the Notes Priority Collateral on behalf of itself and the Second Lien Notes Claimholders (x) so long as such request is not otherwise inconsistent with this Agreement, (y) subject to the right of the First-Lien Notes Agent and the First-Lien Notes Claimholders to object on any basis (including that the Second-Lien Notes Agent and the Second Lien Notes Claimholder are undersecured) and (z) only to the extent such adequate protection being requested was previously granted to the First-Lien Notes Agent, for itself and for the benefit of the First-Lien Notes Claimholders; provided, further, however, Second-Lien Notes Claimholders, Third-Lien Notes Claimholders and ABL Claimholders may seek and obtain adequate protection in respect of Notes Priority Collateral in the form of an additional or replacement Lien on Collateral so long as (iA) the First First-Lien Notes Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (iiB) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First First-Lien Notes Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First First-Lien Agents Notes Agent in such Collateral on the same basis and with the same relative priority respectively as the other Liens of the Second-Lien Notes Agent, the Third-Lien Notes Agent and the ABL Agent on Notes Priority Collateral; or , and (2C) only if the Notes Claimholder having the Higher Priority Obligation immediately senior to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from Claimholder seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including shall have obtained such adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreementprotection.

Adequate Protection. (a) The Notes Each Agent, on behalf of itself and the Note ClaimholdersClaimholders for whom it acts as agent, may seek adequate protection of its interest in its respective Priority Collateral and the Additional First Lien other Agent, on behalf of itself and the Additional First Lien ClaimholdersClaimholders for whom it acts as agent, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any such request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to by the ABL Priority Collateral Agent or (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiiii) any objection by the ABL Priority Agent or the other ABL Priority Claimholders to any motion, relief, action or proceeding based on the ABL Priority Agent or the other ABL Priority Claimholders claiming a lack of adequate protection of their interests in the Priority Collateral. Each Priority Agent acknowledges and agrees that any superpriority administrative expense claim granted to such Priority Agent or arising under 11 U.S.C. § 507(b) as adequate protection of its interest in its respective Priority Collateral shall be pari passu with respect any superpriority administrative expense claim granted to the ABL other Agent as adequate protection of its interest in its respective Priority Collateral. (b) The ABL Each Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from whom it acts as Agent, may seek adequate protection of its junior interest in the automatic stay with respect to the Notes Priority Collateral; or (ii) , subject to the provisions of Section 6.01this Agreement, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral only if (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (iA) the ABL Claimholders have been Priority Agent is granted adequate protection in the form of a replacement lien Lien on such post-petition collateral of the same type as the Priority Collateral, and (iiB) any such additional protection requested by such Agent is in the form of a replacement Lien on ABL Priority Collateral (and on any Collateral granted such post-petition collateral of the same type as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is , which Lien, if granted, will be subordinated to the adequate protection Liens granted in favor of the ABL Priority Agent in on such post-petition collateral and the Liens securing any DIP financing (and all Obligations relating thereto) secured by such Priority Collateral on the same basis as the other Liens of the Notes other Agent on ABL such Priority Collateral; or Collateral are subordinated to the Liens of the Priority Agent on the Priority Collateral under this Agreement. In the event that any Agent, on behalf of itself or any of the Claimholder for whom it acts as agent, seeks or requests (2or is otherwise granted) to seek or otherwise be granted any adequate protection payments with respect to of its interests junior interest in the Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien Lien on additional collateral in any form, then such Agent, on behalf of itself and the Claimholders for whom it acts as agent, agrees that the Priority Agent shall also be granted a replacement Lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted additional collateral as adequate protection for the First Lien Claimholders in respect of their its senior interest in the Priority Collateral and that such Notes Priority Collateral) is Agent’s replacement Lien shall be subordinated to the Liens replacement Lien of the First Priority Agent. If any Agent or Claimholder receives as adequate protection a Lien Agents in such Collateral on post-petition assets of the same basis type as the other Liens of the ABL Agent on Notes its pre-petition Priority Collateral; or (2) , then such post-petition assets shall also constitute Priority Collateral of such Person to seek or otherwise be granted the extent of any allowed claim secured by such adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion)Lien. (dc) With respect to (i) Each Agent on behalf of itself and the ABL Priority Claimholders for whom it acts as agent, may seek and receive additional adequate protection of its junior interest in Collateral, nothing herein shall limit subject to the rights provisions of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection this Agreement, in the form of a cash paymentsuperpriority administrative expense claim, periodic cash payments or otherwiseincluding a claim arising under 11 U.S.C. § 507(b), other than from Proceeds of ABL which superpriority administrative expense claim shall be junior in all respects to any superpriority administrative expense claim granted to the Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders from seeking adequate protection with respect to their rights such Collateral. In the event an Agent, on behalf of itself and the Claimholders 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 Agent, on behalf of itself and the ABL Claimholders for whom it acts as agent, agrees that the Priority Collateral Claimholders shall receive a superpriority administrative expense claim which shall be senior in any Insolvency or Liquidation Proceeding (including adequate protection in all respects to the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of Notes Priority superpriority administrative expense claim granted to such Agent with respect to such Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; oror Table of Contents (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Second-Lien Collateral Agent, on behalf of itself and the Note ClaimholdersSecond-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the Additional First benefits of the Second-Lien Note Documents) and the Third-Lien Collateral Agent, on behalf of itself and the Additional First Third-Lien ClaimholdersCreditors, agrees that and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that, until the Discharge of First-Lien Obligations has occurred, none of them shall be entitled (i) oppose, object to contest and none of them shall or contest (or join with or support any other Person third party opposing, objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):) (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (iia) any request by the ABL First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors for adequate protection with respect to the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (except to the extent or any granting of such adequate protection is a payment from Notes Priority Collateral); or request) or (iiib) any objection by the ABL First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors to any motion, relief, action or proceeding based on the ABL First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code with respect to the ABL Priority Collateral, except to the extent that, in the reasonable discretion of the First-Lien Creditors, the receipt by the Second-Lien Creditors or the Third-Lien Creditors of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the First-Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) no adequate protection shall be requested or accepted by (x) the Second-Lien Creditors or by the Second-Lien Collateral Agent on their behalf or (y) by the Third-Lien Creditors or by the Third-Lien Collateral Agent on their behalf unless the First-Lien Creditors are satisfied in their reasonable discretion with the adequate protection afforded to the First-Lien Creditors, and (B) any such adequate protection is in the form of a replacement Lien on the Grantors' assets, which Lien will be subordinated to the Liens securing the First-Lien Obligations (including any replacement Liens granted in respect of the First-Lien Obligations) and any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to the First-Lien Obligations under this Agreement. (b) The ABL Third-Lien Collateral Agent, on behalf of itself and the ABL ClaimholdersThird-Lien Creditors, agrees that and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that, after the Discharge of First-Lien Obligations has occurred, none of them shall be entitled to contest and none of them shall contest (or support any other Person contestingi) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):oppose, (ia) any request by the First Second-Lien Agents Collateral Agent or the other First Second-Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Creditors for adequate protection with respect to the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (except to the extent or any granting of such adequate protection is a payment from ABL Priority Collateral); request) or (b) any objection by the First Second-Lien Agents Collateral Agent or the First Second-Lien Claimholders Creditors to any motion, relief, action or proceeding based on the First Second-Lien Agents Collateral Agent or the First Second-Lien Claimholders Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code with respect to the Notes Priority Collateral. , except to the extent that, in the reasonable discretion of the Second-Lien Creditors, the receipt by the Third-Lien Creditors of any such adequate protection would not reduce (cor would not have the effect of reducing) Consistent with or adversely affect the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07adequate protection that the Second-Lien Creditors otherwise would be entitled to receive (it being understood that, in any Insolvency or Liquidation Proceeding: event, (iA) no First Lien Claimholder adequate protection shall be entitled (and each First requested or accepted by the Third-Lien Claimholder shall be deemed Creditors or by the Third-Lien Collateral Agent on their behalf unless the Second-Lien Creditors are satisfied in their reasonable discretion with the adequate protection afforded to have hereby irrevocably, absolutelythe Second-Lien Creditors, and unconditionally waived (B) any right): (1) to seek or otherwise be granted any type of such adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection is in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is Grantors' assets, which Lien will be subordinated to the Liens securing the Second-Lien Obligations (including any replacement Liens granted in respect of the ABL Agent in such Collateral Second-Lien Obligations) and any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens of securing the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Third-Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral Obligations are so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Second-Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with Obligations under this Agreement.

Adequate Protection. (a) The Notes Second Lien Collateral Agent, on behalf of itself and the Note Claimholders, and the Additional First Second Lien Agent, on behalf of the Additional First Lien ClaimholdersSecured Parties, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Collateral Agent or the other First Lien Claimholders Secured Parties for adequate protection or relief from the automatic stay with respect to the Notes Priority Collateral; or stay, (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents Collateral Agent or the First Lien Claimholders Secured Parties to any motion, relief, action or proceeding based on the First Lien Agents Collateral Agent or the First Lien Claimholders Secured Parties claiming a lack of adequate protection with respect or (iii) the payment, of interest, fees, expenses or other amounts to the Notes Priority CollateralFirst Lien Collateral Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise, to the extent that the Discharge of First Lien Obligations has occurred; provided, that the foregoing shall not prevent the Second Lien Collateral Agent or the Second Lien Secured Parties from objecting to any DIP Financing to the extent permitted pursuant to Section 6.1. (cb) Consistent with The First Lien Collateral Agent, on behalf of itself and the foregoing provisions in this Section 6.03First Lien Secured Parties, and except as provided in Sections 6.01 and 6.07, in agrees that none of them shall contest (or support any Insolvency or Liquidation Proceeding: other person contesting) (i) no First any request by the Second Lien Claimholder shall be entitled (and each First Collateral Agent or the Second Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to seek or otherwise be granted any type of Secured Parties for adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); providedincluding, howeverwithout limitation, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwisepayments, other than from Proceeds cash payment of ABL Priority Collateralinterest) so long as to the extent such request is not otherwise inconsistent with this Agreement and expressly permitted hereunder, (ii) any objection by the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Second Lien Collateral Agent or the ABL Claimholders Second Lien Secured Parties to any motion, relief, action or proceeding based on the Second Lien Collateral Agent or the Second Lien Secured Parties claiming a lack of adequate protection, to the extent such objection is expressly permitted hereunder, or (iii) the payment, during the course of any Insolvency or Liquidation Proceeding, of interest, fees, expenses or other amounts to the Second Lien Collateral Agent or any other Second Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise (provided, however, that nothing in this Section 6.3(b)(iii) shall prevent the payment of any such interest, fees, expenses or other amounts under any plan of reorganization); provided, that the foregoing shall not prevent the First Lien Collateral Agent or the First Lien Secured Parties from seeking adequate protection with respect objecting to their rights any DIP Financing. (c) Notwithstanding the foregoing provisions in the ABL Priority Collateral this Section 6.3, in any Insolvency or Liquidation Proceeding Proceeding, if the First Lien Secured Parties (including 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 the Bankruptcy Code or any similar Bankruptcy Law, then the First Lien Collateral Agent, on behalf of itself and any of the First Lien Secured Parties, agrees that the Second Lien Collateral Agent shall also be granted a cash paymentjunior Lien on such additional collateral as security for the Second Lien Obligations and for any such 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 First Lien Obligations and any such DIP Financing provided by the First Lien Secured Parties (and all obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement (d) Notwithstanding the foregoing provisions in this Section 6.3, periodic cash payments in any Insolvency or otherwiseLiquidation Proceeding, and not in limitation of Section 6.1, in the event the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, seeks or requests adequate protection in respect of Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then the Second Lien Collateral Agent, on behalf of itself or any of the Second Lien Secured Parties, agrees that the First Lien Collateral Agent shall also be granted a senior Lien on such additional collateral as security for the 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 Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any such DIP Financing provided by the First Lien Secured Parties (and all obligations relating thereto) and to any other than from Proceeds of Notes Priority Collateral) Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so long as subordinated to such request is not otherwise inconsistent with First Lien Obligations under this Agreement.

Adequate Protection. (a) The Notes Agent, Term Loan Agent on behalf of itself and the Note Claimholdersapplicable Term Loan Secured Parties 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 to contest): (i) any request by the Additional First Lien AgentABL Agent or the ABL Secured Parties for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Term Loan Priority Collateral); or (ii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action or proceeding based on the ABL Agent or such ABL Secured Party claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent on behalf of itself and the Additional First Lien ClaimholdersABL Secured Parties, 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, absolutely and unconditionally waived any rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Term Loan Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders Term Loan Secured Parties for adequate protection with respect to the ABL Term Loan Priority Collateral (except to the extent any such adequate protection is a payment from Notes ABL Priority Collateral); or (iiiii) any objection by the ABL Term Loan Agent or the other ABL Claimholders any Term Loan Secured Party to any motion, relief, action or proceeding based on the ABL such Term Loan Agent or the other ABL Claimholders such Term Loan Secured Party claiming a lack of adequate protection with respect to the ABL Term Loan Priority Collateral. (bc) The ABL Notes Agent, on behalf of itself and the ABL ClaimholdersNotes Secured Parties, 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, absolutely and unconditionally waived any rightright to contest): (i) any request by the First Lien Agents ABL Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders ABL Secured Parties for adequate protection with respect to the Notes Priority Collateral ABL Collateral; (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or ii) any objection by the First Lien Agents ABL Agent or the First Lien Claimholders any ABL Secured Party to any motion, relief, action or proceeding based on the First Lien Agents ABL Agent or the First Lien Claimholders such ABL Secured Party claiming a lack of adequate protection with respect to the Notes Priority ABL Collateral; (iii) any request by the Term Loan Agent or the Term Loan Secured Parties for adequate protection with respect to the Term Loan Collateral; or (iv) any objection by the Term Loan Agent or any Term Loan Secured Party to any motion, relief, action or proceeding based on the Term Loan Agent or such Term Loan Secured Party claiming a lack of adequate protection with respect to the Term Loan Collateral. (cd) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder none of the Term Loan Agent or any Term Loan Secured Party shall be entitled (and each First Lien Claimholder the Term Loan Agent, and Term Loan Secured Parties shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, that subject to Section 6.016.1, First Lien Claimholders the Term Loan Agent and the Term Loan Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the ABL Claimholders Agent and the ABL Secured Parties have been granted adequate protection in the form of a an additional or replacement lien Lien on such Collateralcollateral, and (ii2) any such Lien on collateral of the same type as ABL Priority Collateral (and on any Collateral collateral granted as adequate protection for the ABL Claimholders Agent and the ABL Secured Parties in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral collateral on the same basis as the other Liens of the Notes Term Loan Agent on ABL Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and; (ii) no none of the ABL Claimholder Agent or any ABL Secured Party shall be entitled (and the ABL Agent and each ABL Claimholder Secured Party shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): (1A) to seek or otherwise be granted any type of adequate protection in respect of Notes Term Loan Priority Collateral except as may be consented to in writing by the First Lien Agents Term Loan Agent in their its sole and absolute discretion; provided, however, that subject to Section 6.1, the ABL Claimholders Agent and ABL Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral collateral so long as (i1) the First Lien Claimholders Term Loan Agent and Term Loan Secured Parties have been granted adequate protection in the form of a an additional or replacement lien Lien on such Collateralcollateral, and (ii2) any such Lien on Notes collateral of the same type as Term Loan Priority Collateral (and on any Collateral collateral granted as adequate protection for the First Lien Claimholders Term Loan Agent and Term Loan Secured Parties in respect of their interest in such Notes Term Loan Priority Collateral) is subordinated to the Liens of the First Lien Agents Term Loan Agent in such Collateral collateral on the same basis as the other Liens of the ABL Agent on Notes Term Loan Priority Collateral; orand (2B) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds proceeds of Notes Term Loan Priority Collateral (except as may be consented to in writing by the First Lien Agents Term Loan Agent in its sole and absolute discretion); (iii) none of the Notes Agent or any Notes Secured Party shall be entitled (and the Notes Agent and the Notes Secured Parties shall be deemed to have hereby irrevocably, absolutely and unconditionally waived any right) to seek or otherwise be granted any type of adequate protection with respect to its interests in the Common Collateral except as may be consented to in writing by the ABL Agent and the Term Loan Agent, respectively, in each case in their sole and absolute discretion); provided, however, that subject to Section 6.1, the Notes Agent and the Notes Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on collateral so long as (1) the ABL Agent and the ABL Secured Parties and the Term Loan Agent and Term Loan Secured Parties, respectively, have each been granted adequate protection in the form of an additional or replacement Lien on such collateral, and (2) any such Lien is subordinated to the Liens of the ABL Agent and the ABL Secured Parties and to the Liens of the Term Loan Agent and the Term Loan Secured Parties in such collateral on the same basis as the other Liens of the Notes Agent and the Notes Secured Parties are subordinated to the Liens of the ABL Agent and ABL Secured Parties on the ABL Collateral and the Liens of the Term Loan Agent and the Term Loan Secured Parties on the Term Loan Collateral. (de) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or Term Loan Agent and the First Lien Claimholders Term Loan Secured Parties from seeking adequate protection with respect to their rights in the Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Term Loan Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders Secured Parties 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 proceeds of Notes Term Loan Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. Required First Out Holders may direct Agent (ax) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf to seek adequate protection of the Additional First Lien Claimholdersinterests of Agent and Lenders in the Collateral, agrees that none including replacement or additional Liens on any property of them shall be entitled the estate of any Loan Party and superpriority or other administrative claims under Section 507(b) of the Bankruptcy Code or any similar provision of Insolvency Law and (y) 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders object to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a upon any lack of adequate protection with respect of the interests of Agent or any Lender in the Collateral. Last Out Holders may not object to the ABL Priority Collateral. (bor otherwise oppose any such action by Agent described in this Section 5(e)(i) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any so long as such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based obtained on the First Lien Agents or the First Lien Claimholders claiming a lack behalf of adequate protection with respect all Lenders generally subject to the Notes Priority Collateral. (c) Consistent with other terms and priorities of this Exhibit IC-1 and the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no Credit Agreement. If Required First Lien Claimholder shall be entitled (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) Out Holders direct Agent to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional cash or administrative expense claims, Required Last Out Holders may direct Agent to seek such adequate protection solely in the form of adequate protection obtained, with the cash proceeds of such adequate protection being applied in accordance with Section 2.4(b) of the Credit Agreement. If the Required First Out Holders do not direct Agent to seek adequate protection pursuant to this Section 5(e)(ii), then subject to Section 5(b), Required Last Out Holders may direct Agent to seek adequate protection of the interests of Agent and Lenders in the Collateral in the form of replacement Lien Liens on Collateral any property of the estate of any Loan Party (without objection from any First out Holder), subject to mutually agreeable terms between the First Out Holders and the Last Out Holders. Except as set forth in this Section 5(e)(ii), no Last Out Holder may seek or direct Agent to seek adequate protection of the interests of Agent and Lenders in the Collateral. In each case, if so long as (i) directed by the ABL Claimholders have been Required Last Out Holders or the Last Out Representative in accordance with this Section 5(e)(ii), Agent shall use reasonable efforts to honor such directives. If Agent is granted adequate protection in the form of a additional or replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional superpriority or replacement Lien on other administrative expense claim, such Liens and claims and will constitute Proceeds of Collateral so long as pursuant to the terms of the Loan Documents and this Exhibit IC-1. Payment of any such superpriority or administrative expense claims under section 1129(a)(9) of the Bankruptcy Code or otherwise and payment of any proceeds of Liens will be made to Agent and applied in accordance with Section 2.4(b) of the Credit Agreement. No Last Out Holder shall object to, oppose, or challenge the determination of the extent of any Liens held Agent for the benefit of the First Out Obligations or the value of the Collateral or any right to payment pursuant to Section 2.4(b) of the Credit Agreement for any post-petition interest, fees, costs or other charges. Avoidance; Reinstatement If any First Out Holder is required or otherwise agrees in any Insolvency Proceeding or otherwise to turn over, disgorge, or otherwise pay to the estate of any Loan Party any amount paid in cash in respect of the Obligations (a “Recovery”), then (i) such First Out Holder will be entitled to a reinstatement of the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on Out Obligations with respect to all such Collateralamounts, and (ii) Payment in Full of First Out Obligations will be deemed not to have occurred and (iii) all rights, interests, priorities, and privileges recognized in this Exhibit IC-1 will apply with respect to any such Lien on Notes Priority Collateral (Recovery. If the Credit Agreement and/or this Exhibit IC-1 has been terminated prior to such Recovery, the Credit Agreement and/or this Exhibit IC-1 will be reinstated in full force and on effect, and such prior termination will not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties hereto from such date of reinstatement. If any Collateral granted as adequate protection for Last Out Holder is required or otherwise agrees in any Insolvency Proceeding or otherwise to turn over, disgorge, or otherwise pay to the First Lien Claimholders estate of any Loan Party any amount paid in respect of their interest in the Obligations, then (i) such Notes Priority Collateral) is subordinated Last Out Holder will be entitled to the Liens a reinstatement of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments Last Out Obligations with respect to its interests all such amounts, (ii) Payment in Full of Last Out Obligations will be deemed not to have occurred and (iii) all rights, interests, priorities, and privileges recognized in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole Credit Agreement and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection this Exhibit IC-1 will apply with respect to their rights in any such Last Out Obligations. If the Notes Priority Collateral in any Insolvency Credit Agreement and/or this Exhibit IC-1 has been terminated prior to such turn over, disgorgement, 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 long as such request is not otherwise inconsistent with this the Credit Agreement and (ii) this Exhibit IC-1 will be reinstated in full force and effect, and such prior termination will not diminish, release, discharge, impair, or otherwise affect the Notes Priority Collateral, nothing herein shall limit the rights obligations of the ABL Agent or Parties hereto from such date of reinstatement and, to the ABL Claimholders from seeking adequate protection extent the amount of Last Out Obligations were decreased in connection 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 such payment, periodic cash payments or otherwise, other than from Proceeds of Notes Priority Collateral) so long as the Last Out Obligations will be increased to such request is not otherwise inconsistent with this Agreementextent.

Adequate Protection. (a) The Notes Each Term Loan Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan 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 rightright to consent): (i) subject to the provisions of Section 6.01, any request by the any ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders Lenders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Term Loan Priority Collateral); or (iiiii) any objection by the any ABL Agent or the other any ABL Claimholders Lender to any motion, relief, action or proceeding based on the such ABL Agent or the other such ABL Claimholders Lender claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The Each ABL Agent, on behalf of itself and the ABL ClaimholdersLenders, 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 rightright to consent): (i) any request by the First Lien Agents any Term Loan Agent or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Term Loan Lenders for adequate protection with respect to the Notes Term Loan Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (ii) any objection by the First Lien Agents any Term Loan Agent or the First Lien Claimholders any Term Loan Lender to any motion, relief, action or proceeding based on the First Lien Agents such Term Loan Agent or the First Lien Claimholders such Term Loan Lender claiming a lack of adequate protection with respect to the Notes Term Loan Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term Loan Agent or Term Loan Lender shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion)Collateral; provided, however, subject to Section 6.016.1, First Lien Claimholders the Term Loan Agents and the Term Loan Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Common Collateral so long as (i) the ABL Claimholders Agents and the ABL Lenders have been granted adequate protection in the form of a replacement lien Lien on such Common Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Common Collateral granted as adequate protection for the ABL Claimholders Agents and the ABL Lenders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent Agents in such Common Collateral and such other collateral on the same basis as the other Liens of the Notes Agent Term Loan Agents on ABL Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the each ABL Agent in its sole and absolute discretion); and; (ii) no ABL Claimholder Agent or ABL Lender shall be entitled (and each ABL Claimholder 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 Notes Term Loan Priority Collateral except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion; provided, however, the ABL Claimholders Agents and ABL Lenders may seek and obtain adequate protection in the form of an additional or replacement Lien on Common Collateral so long as (i) the First Lien Claimholders Term Loan Agents and Term Loan Lenders have been granted adequate protection in the form of a replacement lien on such Common Collateral, and (ii) any such Lien on Notes Term Loan Priority Collateral (and on any Common Collateral granted as adequate protection for the First Lien Claimholders Term Loan Agents and Term Loan Lenders in respect of their interest in such Notes Term Loan Priority Collateral) is subordinated to the Liens of the First Lien Term Loan Agents in such Common Collateral on the same basis as the other Liens of the ABL Agent Agents on Notes Term Loan Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Common Collateral from Proceeds of Notes Term Loan Priority Collateral (except as may be consented to in writing by the First Lien Agents each Term Loan Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Term Loan Agents or and the First Lien Claimholders Term Loan Lenders from seeking adequate protection with respect to their rights in the Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Term Loan Priority Collateral, nothing herein shall limit the rights of the ABL Agent Agents or the ABL Claimholders 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 proceeds of Notes Term Loan Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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 rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 rightright to contest): (i) any request by the First Lien Agents Notes Agent or the other First Lien Note Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Notes Agent or the First Lien Note Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First Lien Agents Notes Agent or the First Lien Note Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Notes Agent or the First Lien Note Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.6, in any Insolvency or Liquidation Proceeding: (i) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Note Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Note Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents Notes Agent in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion). (d) With respect to Nothing herein shall limit (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Notes Agent or the First Lien Note Claimholders from seeking to seek adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and or (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders from seeking to seek 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First In any Insolvency Proceeding involving a Grantor, (i) Second Lien Agent, on behalf of the Additional First Lien Claimholders, Claimholder agrees that none of them it shall be entitled not object to contest and none of them shall contest (or contest, or support any other Person contesting) person objecting or contesting (but and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any rightright to do so): (iA) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect any First Lien Claimholder prior to the ABL Priority Payment in Full of First Lien Debt for adequate protection of their interest in the Collateral, including replacement or additional Liens on post-petition assets; or (iiB) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiix) any objection by the ABL Agent or the other ABL Claimholders any First Lien Claimholder to any motion, relief, action action, or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. protection, or (cy) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in request by any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):for relief from the automatic stay; (1ii) to seek if any one or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, more First Lien Claimholders may seek and obtain are granted adequate protection in the form of an additional or replacement Lien (on Collateral so long as (iexisting or future assets of Grantors) the ABL Claimholders have been granted adequate protection in the form connection with any DIP Financing or use of a replacement lien on such Cash Collateral, and (ii) any such then First Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes agrees that Second Lien Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall also be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocablyseek, absolutely, and unconditionally waived any right): (1) to seek or otherwise be granted any type of adequate protection in respect of Notes Priority Collateral except as may be consented to in writing by the without objection from First Lien Agents in their sole and absolute discretion; providedClaimholders, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien (on Collateral so long as (i) the same existing or future assets of Grantors), which additional or replacement Lien, if obtained, shall be subordinate to the Liens securing the First Lien Debt (including those under a DIP Financing) on the same basis as the other Liens securing the Second Lien Debt are subordinate to the First Lien Debt under this Agreement; (iii) no Second Lien Claimholder may seek adequate protection except for adequate protection permitted pursuant to Section 6.5(a)(ii), (iv) or (vi) or adequate protection in the form of an additional or replacement Lien in and to existing or future assets of Grantors, and Second Lien Agent further agrees that First Lien Agent shall also be entitled to seek, without objection from the Second Lien Claimholders, a senior adequate protection Lien in and to such existing or future assets of Grantors as security for the First Lien Debt and that any adequate protection Lien securing the Second Lien Debt shall be subordinated to such senior adequate protection Lien securing the First Lien Debt on the same basis as the other Liens securing the Second Lien Debt are subordinated to the Liens securing the First Lien Debt under this Agreement; (iv) if any one or more First Lien Claimholders have been are granted adequate protection in the form of a replacement lien on such superpriority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the then First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated Agent agrees that Second Lien Agent shall also be entitled to the Liens of the seek, without objection from First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority CollateralClaimholders, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash paymentsuperpriority or other administrative expense claim (as applicable), periodic cash payments which superpriority or otherwiseother administrative expense claim, other than from Proceeds if obtained, shall be treated as proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with Collateral for all purposes under this Agreement and (ii) shall be subordinate to the Notes Priority Collateral, nothing herein shall limit the rights superpriority or other administrative expense claim of the ABL Agent First Lien Claimholders (such subordination to include an express provision that the Second Lien Claimholders will not object 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’ superpriority or other administrative expense claims in full in accordance with section 1129(a)(9)(A) of the ABL Bankruptcy Code); and (v) if any one or more Second Lien Claimholders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including are granted adequate protection in the form of a cash paymentsuperpriority or other administrative expense claim in connection with any DIP Financing or use of Cash Collateral, periodic cash payments 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 a superpriority or otherwiseother administrative expense claim (as applicable), which superpriority or other than from Proceeds administrative expense claim, if obtained, shall be senior to the superpriority or other administrative expense claim of Notes Priority Collateralthe Second Lien Claimholders. (b) so long as such request is not otherwise inconsistent Neither Second Lien Agent nor any other Second Lien Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by any of the First Lien Claimholders or the value of any claims of First Lien Claimholders under section 506(a) of the Bankruptcy Code or any claim by any First Lien Claimholder for allowance in any Insolvency Proceeding of First Lien Debt consisting of post-petition interest, fees, or expenses. (c) Neither First Lien Agent nor any other First Lien Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by any of the Second Lien Claimholders in accordance with this AgreementAgreement or the value of any claims of Second Lien Claimholders under section 506(a) of the Bankruptcy Code or any claim by any Second Lien Claimholder for allowance in any Insolvency Proceeding of Second Lien Debt consisting of post-petition interest, fees, or expenses.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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 rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 rightright to contest): (i) any request by the First Lien Agents Notes Agent or the other First Lien Note Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents Notes Agent or the First Lien Note Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or or (iii) any objection by the First Lien Agents Notes Agent or the First Lien Note Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Notes Agent or the First Lien Note Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.6, in any Insolvency or Liquidation Proceeding: (i) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Lien Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 respect of the Notes Priority Collateral except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Note Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Note Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents Notes Agent in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents Notes Agent in their its sole and absolute discretion). (d) With respect to Nothing herein shall limit (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents Notes Agent or the First Lien Note Claimholders from seeking to seek adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and or (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders from seeking to seek 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes In any Insolvency Proceeding involving a Grantor, each of ABL Agent, on behalf of itself each other ABL Claimholder, Notes Agent and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, each other Notes Claimholder agrees that none of them shall be entitled to contest and none of them shall it will not oppose or contest (or support any other Person person opposing or contesting) (but and instead shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): right to do so): (i) subject to the provisions of Section 6.01, any request by Notes Agent or any other Notes Claimholder, with respect to the Notes Priority Collateral prior to the Discharge of Notes Obligations, or any request by ABL Agent or any other ABL Claimholder, with respect to the ABL Priority Collateral prior to the Discharge of ABL Obligations, in each case, for adequate protection for the application of proceeds of ABL Priority Collateral to the ABL Obligations, or the proceeds of Notes Priority Collateral to the Notes Obligations, as applicable, and, with respect to Liens on the ABL Priority Collateral or the Notes Priority Collateral, as applicable, for replacement or additional Liens on post-petition assets of the same type as the ABL Priority Collateral or the Notes Priority Collateral, as applicable, or (ii) as applicable, (A) any (1) objection by ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to their Liens in the ABL Priority Collateral, or (2) request by ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or , or (iiB) any request (1) objection by the ABL Notes Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Notes Agent or the other ABL Notes Claimholders claiming a lack of adequate protection with respect to their Liens in the ABL Notes Priority Collateral. Collateral or (b2) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Notes Agent or the other First Lien Notes Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or provided, however, that (iix) subject ABL Agent and the other ABL Claimholders may object to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection that would result in any adequate protection payments to Notes Agent or other Notes Claimholders being made with respect any ABL Priority Collateral, or with any advances made pursuant to any ABL DIP Financing prior to the Discharge of ABL Obligations and (y) Notes Agent and other Notes Claimholders may object to any request for adequate protection that would result in any adequate protection payments to ABL Agent or other ABL Claimholders being made with any Notes Priority Collateral, or with any advances made pursuant to any Notes DIP Financing prior to the Discharge of Notes Obligations. ABL Agent, for itself and the other ABL Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the Notes Priority Collateral (except to the extent any such unless Notes Agent shall also have received a replacement or additional Lien thereon as adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to its senior interest in the Notes Priority Collateral. Collateral that is superior to the additional or replacement Liens so granted to ABL Agent. If Notes Agent, for itself and on behalf of the other Notes Claimholders, seeks or requires (cor is otherwise granted) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 of its interests junior interest in the ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien or additional Lien on the post-petition assets of the same type as the ABL Priority Collateral, then Notes Agent, for itself and the other Notes Claimholders, agrees that ABL Agent shall also be granted a replacement or additional Lien on such Collateral, and (ii) any such Lien on post-petition assets as adequate protection of its senior interest in the ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is that Notes Agent’s replacement or additional Lien shall be subordinated to the Liens replacement or additional Lien of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented are subordinated to in writing by the Liens of ABL Agent on the ABL Priority Collateral under this Agreement; in that regard, Notes Agent, for itself and the other Notes Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the ABL Priority Collateral unless ABL Agent shall also have received a replacement or additional Lien thereon as adequate protection of its senior interest in its sole and absolute discretion); and (ii) no the ABL Claimholder shall be entitled (and each Priority Collateral that is superior to the additional or replacement Liens so granted to Notes Agent. ABL Claimholder shall be deemed Agent may object to have hereby irrevocably, absolutely, and unconditionally waived any right): (1) to seek or otherwise be granted any type request of adequate protection that would result in respect of Notes such adequate protection being made with a Lien on ABL Priority Collateral except as senior to the Lien of ABL Agent. Notes Agent may be consented object to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain any request of adequate protection that would result in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted such adequate protection in the form of being made with a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated senior to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion)Agent. (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Second-Lien Collateral Agent, on behalf of itself and the Note Claimholdersother Second-Lien Creditors, and the Additional First each other Second-Lien Agent, on behalf Creditor (by its acceptance of the Additional First benefits of the Second-Lien ClaimholdersLoan Documents), agrees that none of them shall be entitled (i) oppose, object to contest and none of them shall or contest (or join with or support any other Person third party opposing, objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (iia) any request by the ABL U.S. First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors for adequate protection with respect to the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (except to the extent or any granting of such adequate protection is a payment from Notes Priority Collateral); or request) or (iiib) any objection by the ABL U.S. First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors to any motion, relief, action or proceeding based on the ABL U.S. First-Lien Collateral Agent or the other ABL Claimholders First-Lien Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent that, in the sole discretion of the First-Lien Creditors, the receipt by the Second-Lien Creditors of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that the First-Lien Creditors otherwise would be entitled to receive (it being understood that, in any event, (A) no adequate protection shall be requested or accepted by the Second-Lien Creditors or by the Second-Lien Collateral Agent on their behalf unless the First-Lien Creditors are satisfied in their sole discretion with the adequate protection afforded to the First-Lien Creditors, and (B) any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien Lien on such Collateralthe Grantors' assets, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is will be subordinated to the Liens securing the First-Lien Obligations (including any replacement Liens granted in respect of the ABL Agent in such Collateral First-Lien Obligations) and any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens of securing the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Second-Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral Obligations are so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First First-Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with Obligations under this Agreement.

Adequate Protection. (a) The Notes In any Insolvency Proceeding involving a Grantor, each of ABL Agent, on behalf of itself each other ABL Claimholder, Notes Agent and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, each other Notes Claimholder agrees that none of them shall be entitled to contest and none of them shall it will not oppose or contest (or support any other Person person opposing or contesting) (but and instead shall be deemed to have hereby irrevocably, absolutely, absolutely and unconditionally waived any right): right to do so): (i) subject to the provisions of Section 6.01, any request by Notes Agent or any other Notes Claimholder, with respect to the Notes Priority Collateral prior to the Discharge of Notes Obligations, or any request by ABL Agent or any other ABL Claimholder, with respect to the ABL Priority Collateral prior to the Discharge of ABL Obligations, in each case, for adequate protection for the application of proceeds of ABL Priority Collateral to the ABL Obligations, or the proceeds of Notes Priority Collateral to the Notes Obligations, as applicable, and, with respect to Liens on the ABL Priority Collateral or the Notes Priority Collateral, as applicable, for replacement or additional Liens on post-petition assets of the same type as the ABL Priority Collateral or the Notes Priority Collateral, as applicable, or (ii) as applicable, (A) any (1) objection by ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to their Liens in the ABL Priority Collateral, or (2) request by ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or , or (iiB) any request (1) objection by the ABL Notes Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Notes Agent or the other ABL Notes Claimholders claiming a lack of adequate protection with respect to their Liens in the ABL Notes Priority Collateral. Collateral or (b2) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents Notes Agent or the other First Lien Notes Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or provided, however, that (iix) subject ABL Agent and the other ABL Claimholders may object to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection that would result in any adequate protection payments to Notes Agent or other Notes Claimholders being made with respect any ABL Priority Collateral, or with any advances made pursuant to any ABL DIP Financing prior to the Discharge of ABL Obligations and (y) Notes Agent and other Notes Claimholders may object to any request for adequate protection that would result in any adequate protection payments to ABL Agent or other ABL Claimholders being made with any Notes Priority Collateral, or with any advances made pursuant to any Notes DIP Financing prior to the Discharge of Notes Obligations. If ABL Agent, for itself and on behalf of the other ABL Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder shall be entitled (and each First Lien Claimholder 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien or additional Lien on the post-petition assets of the same type as the Notes Priority Collateral, then ABL Agent, for itself and the other ABL Claimholders, agrees that Notes Agent shall also be granted a replacement or additional Lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted post-petition assets as adequate protection for the ABL Claimholders in respect of their its senior interest in such the Notes Priority Collateral and that ABL Priority Collateral) is Agent’s replacement or additional Lien shall be subordinated to the Liens replacement or additional Lien of the ABL Notes Agent in such Collateral on the same basis as the other Liens of ABL Agent on the Notes Priority Collateral are subordinated to the Liens of Notes Agent on the Notes Priority Collateral under this Agreement; in that regard, ABL Agent, for itself and the other ABL Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the Notes Priority Collateral; or (2) to seek Collateral unless Notes Agent shall also have received a replacement or otherwise be granted any additional Lien thereon as adequate protection payments with respect to of its interests senior interest in the Notes Priority Collateral from Proceeds that is superior to the additional or replacement Liens so granted to ABL Agent. If Notes Agent, for itself and on behalf of the other Notes Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien or additional Lien on the post-petition assets of the same type as the ABL Priority Collateral, then Notes Agent, for itself and the other Notes Claimholders, agrees that ABL Agent shall also be granted a replacement or additional Lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted post-petition assets as adequate protection for the First Lien Claimholders in respect of their its senior interest in such the ABL Priority Collateral and that Notes Priority Collateral) is Agent’s replacement or additional Lien shall be subordinated to the Liens replacement or additional Lien of the First Lien Agents in such Collateral ABL Agent on the same basis as the other Liens of Notes Agent on the ABL Priority Collateral are subordinated to the Liens of ABL Agent on the ABL Priority Collateral under this Agreement; in that regard, Notes Agent, for itself and the other Notes Claimholders, further agrees that it will not accept any such replacement or additional Liens on such post-petition assets of the same type as the ABL Priority Collateral; or (2) to seek Collateral unless ABL Agent shall also have received a replacement or otherwise be granted any additional Lien thereon as adequate protection payments with respect to of its interests senior interest in the ABL Priority Collateral from Proceeds that is superior to the additional or replacement Liens so granted to Notes Agent. ABL Agent may object to any request of adequate protection that would result in such adequate protection being made with a Lien on ABL Priority Collateral senior to the Lien of ABL Agent. Notes Agent may object to any request of adequate protection that would result in such adequate protection being made with a Lien on Notes Priority Collateral (except as may be consented senior to in writing by the First Lien Agents in their sole and absolute discretion)of Notes Agent. (db) With respect Subject to Sections 6.2 and 6.5(a), and other provisions hereof, in any Insolvency Proceeding involving a Grantor, (i) Notes Agent and the other Notes Claimholders may seek, without objection from ABL Priority CollateralClaimholders, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash paymentCollateral, periodic cash payments or otherwise, other than from Proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or and the other ABL Claimholders may seek, without objection from seeking Notes Claimholders, adequate protection with respect to their rights in the ABL Priority Collateral in Collateral; provided that if any Insolvency of Notes Agent, the Notes Claimholders, ABL Agent or Liquidation Proceeding (including the ABL Claimholders are granted adequate protection in the form of a cash paymentreplacement or additional Lien (on existing or future assets of Grantors), periodic cash payments claim, payment or otherwise, such replacement or additional Lien or other than adequate protection shall be subject to the terms of this Agreement. (c) Neither Notes Agent nor any other Notes Claimholder shall object to, oppose, or challenge any claim or order by ABL Agent or any other ABL Claimholder for allowance or payment, including, without limitation, current payment, in any Insolvency Proceeding of ABL Obligations consisting of post-petition interest, fees, or expenses with the ABL Priority Collateral (so long as any post-petition interest paid as a result thereof is not paid from Proceeds the proceeds of Notes Priority Collateral) or with any advances made pursuant to any ABL DIP Financing or for relief through the automatic stay with respect to the ABL Priority Collateral. (d) Neither ABL Agent nor any other ABL Claimholder shall object to, oppose, or challenge any claim or order by Notes Agent or any other Notes Claimholder for allowance or payment, including, without limitation, current payment, in any Insolvency Proceeding of Notes Obligations consisting of post-petition interest, fees, or expenses with the Notes Priority Collateral (so long as such request any post-petition interest paid as a result thereof is not otherwise inconsistent paid from the proceeds of ABL Priority Collateral) or with any advances made pursuant to any Notes DIP Financing or for relief through the automatic stay with respect to the Notes Priority Collateral. (e) Notes Agent, for itself and on behalf of the other Notes Claimholders, may seek adequate protection of its junior interest in the ABL Priority Collateral, subject to the provisions of this AgreementAgreement (including Section 6.5(a) above); provided that (x) ABL Agent is granted adequate protection in the form of a senior replacement or additional Lien on post-petition assets of the same type as the ABL Priority Collateral and (y) such adequate protection required by Notes Agent is in the form of a junior replacement or additional Lien on post-petition assets of the same type as the ABL Priority Collateral.

Adequate Protection. (ai) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, agrees Term Loan Claimholders agree that none of them shall be entitled to contest and none of them shall contest (or support any other Person person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (iiA) any request by the ABL Agent Revolving Facility Claimholders or the other ABL Claimholders Administrative Agent, acting on behalf of the Revolving Facility Claimholders, for adequate protection with respect to the ABL Priority Collateral or (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iiiB) any objection by the ABL Agent or the other ABL Revolving Facility Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Revolving Facility Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Lien Agents or the other First Lien Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.03, and except as provided in Sections 6.01 and 6.07, in protection. In any Insolvency or Liquidation Proceeding: (i) no First , the Term Loan Claimholders may not, without the express written consent of, or joinder by, the Required Lenders, independently seek adequate protection in respect of the Refinancing Term Loan Obligations. In the event the Revolving Facility Claimholders seek or request adequate protection in respect of Revolving Facility Claims and such adequate protection is granted in the form of additional collateral, then the Term Loan Claimholders agree that any payments in respect of any Lien Claimholder on such additional collateral securing the Refinancing Term Loan Obligations and any other receipt of Collateral Proceeds with respect thereto shall be entitled subordinated to the rights in respect of such Liens securing the Revolving Facility Claims and any DIP Financing (and each First Lien Claimholder shall be deemed all obligations relating thereto) and to have hereby irrevocablyany other Liens granted to the Revolving Facility Claimholders (or the Collateral Agent or any other agent for the benefit of any or all of Revolving Facility Claimholders) as adequate protection, absolutely, and unconditionally waived any right): (1) to seek payment or otherwise be granted any type other receipt of adequate protection Collateral Proceeds with respect to its interests any of the foregoing and any rights with respect thereto, in each case on the ABL Priority Collateral (except same basis as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by 2.18(3) of the ABL Agent in its sole Agreement. (ii) Similarly, if the Revolving Facility Claimholders and absolute discretion); provided, however, subject to Section 6.01, First Lien the Term Loan Claimholders may seek and obtain are granted adequate protection in the form of an additional administrative expense or replacement Lien on Collateral so long as (i) superpriority claim, then the ABL Term Loan Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) agree that any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the payment or other Liens of the Notes Agent on ABL Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments receipt with respect to its interests in the Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents foregoing will be subordinated in such Collateral on the same basis as the all respects to any payment or other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments receipt with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights any of the First Lien Agents or the First Lien Claimholders from seeking adequate protection foregoing and any rights with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights thereto of the ABL Agent or the ABL Revolving Facility Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreementsuperpriority claim.

Adequate Protection. (a) The Notes AgentEach Senior Representative, on behalf of itself themselves and the Note Claimholderseach applicable Senior Holder, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, agrees agree 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 rightright to contest): (i) subject to the provisions of Section 6.01, any request by the ABL Senior Collateral Agent or any Senior Representative acting at the other ABL Claimholders direction of the Controlling Holders, or by the Controlling Holders, for relief from the automatic stay adequate protection with respect to the ABL Priority CollateralCommon Collateral (provided that any Holder of Senior Obligations receives adequate protection comparable to any adequate protected granted to the foregoing); or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Senior Collateral Agent or any Senior Representative acting at the other ABL Claimholders direction of the Controlling Holders, or by the Controlling Holders, to any motion, relief, action or proceeding based on the ABL Senior Collateral Agent or any Senior Representative at the other ABL Claimholders direction of the Controlling Holders, or by the Controlling Holders, claiming a lack of adequate protection with respect to the ABL Priority Common Collateral. (b) The ABL Consistent with the foregoing provisions in this Section 7.3, and except as provided in Sections 7.1 and 7.7, in any Insolvency or Liquidation Proceeding no Senior Representative or Senior Holder shall be entitled (and each Senior Representative and Senior Holder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (i) to seek or otherwise be granted any type of adequate protection with respect to its interests in the Common Collateral, except as may be consented to in writing by the Senior Collateral Agent acting at the direction of the Controlling Holders; provided, however, subject to Section 7.1, the Senior Representatives and Senior Holders may seek and obtain adequate protection in the form of additional or replacement Liens on the Common Collateral and/or any other assets of the Grantors and/or superpriority claims, so long as (i) the Senior Collateral Agent on behalf of each Class of Senior Holders has been granted adequate protection in the same form and (ii) any such Lien on Common Collateral or super priority claim or any amounts paid or distributed on account of such liens and claims shall be subject to the Lien subordination provisions of Section 3 hereof and payment priority and turnover provisions of Section 5 hereof; and (ii) to seek any adequate protection payments with respect to its interests in the Common Collateral except as may be consented to by the Senior Collateral Agent acting at the direction of the Controlling Holders (provided that, other than with respect to professional fees, any Holder of Senior Obligations receives adequate protection comparable to any adequate protected granted to the foregoing), and such payments are subject to payment priority and turnover provisions of Section 5 hereof. (c) Each Junior Collateral Agent, on behalf of itself themselves and the ABL Claimholderseach applicable Junior Holder, agrees agree 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 rightright to contest): (i) any request by the First Lien Agents Senior Collateral Agent, any Senior Representative acting on behalf of the applicable Senior Holders or the other First Lien Claimholders any Senior Holder for relief from the automatic stay adequate protection with respect to the Notes Priority Common Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or any objection by the First Lien Agents Senior Collateral Agent, any Senior Representative acting on behalf of the applicable Senior Holders or the First Lien Claimholders any Senior Holder to any motion, relief, action or proceeding based on the First Lien Agents Senior Collateral Agent, any Senior Representative or the First Lien Claimholders any Senior Holder claiming a lack of adequate protection with respect to the Notes Priority Common Collateral. (cd) Consistent with the foregoing provisions in this Section 6.037.3, and except as provided in Sections 6.01 7.1 and 6.077.7, in any Insolvency or Liquidation Proceeding: (i) Proceeding no First Lien Claimholder Junior Collateral Agent or Junior Holder shall be entitled (and each First Lien Claimholder Junior Collateral Agent and Junior Holder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right): (1i) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (Common Collateral, except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Senior Collateral Agent in its sole and absolute discretion)acting at the direction of the Controlling Holders; provided, however, subject to Section 6.017.1, First Lien Claimholders the Junior Collateral Agent and Junior Holders may seek and obtain adequate protection in the form of an additional or replacement Lien Liens on the Common Collateral and/or any other assets of the Grantors and/or superpriority claims, so long as (i) the ABL Claimholders Senior Collateral Agent on behalf of all the Senior Holders have been granted adequate protection in the same form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Common Collateral (or super priority claim or any amounts paid or distributed on account of such liens and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated claims shall be subject to the Liens Lien subordination provisions of the ABL Agent in such Collateral on the same basis as the other Liens Section 3 hereof and payment priority and turnover provisions of the Notes Agent on ABL Priority CollateralSection 5 hereof; orand (2ii) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Common Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in Senior Collateral Agent acting at the form direction of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form of a replacement lien on such CollateralControlling Holders, and (ii) any such Lien on Notes Priority Collateral (payments are subject to payment priority and on any Collateral granted as adequate protection for the First Lien Claimholders in respect turnover provisions of their interest in such Notes Priority Collateral) is subordinated to the Liens of the First Lien Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion)Section 5 hereof. (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Agents or the First Lien Claimholders from seeking adequate protection with respect to their rights in the Notes 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

Adequate Protection. (a) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, 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) to contest (or support any other Person contesting): (i1) subject to the provisions of Section 6.01, any request by the ABL SCF Agent or the other ABL SCF Claimholders for relief from the automatic stay with respect to the ABL Priority SCF Primary Collateral; or (ii2) any request by the ABL SCF Agent or the other ABL SCF Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority SCF Primary Collateral); or (iii3) any objection by the ABL SCF Agent or the other ABL SCF Claimholders to any motion, relief, action or proceeding based on the ABL SCF Agent or the other ABL SCF Claimholders claiming a lack of adequate protection with respect to the ABL Priority SCF Primary Collateral. (b) The ABL SCF Agent, on behalf of itself and the ABL SCF Claimholders, 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): (i1) any request by the First Lien Agents Notes Agent or the other First Lien Note Claimholders for relief from the automatic stay with respect to the Notes Priority Note Primary Collateral; or (ii2) subject to the provisions of Section 6.01, any request by the First Lien Agents Notes Agent or the First Lien Note Claimholders for adequate protection with respect to the Notes Priority Collateral Note Primary Collateral; or (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or 3) any objection by the First Lien Agents Notes Agent or the First Lien Note Claimholders to any motion, relief, action or proceeding based on the First Lien Agents Notes Agent or the First Lien Note Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateralprotection. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i1) no First Lien Note Claimholder shall be entitled (and each First Lien Note Claimholder 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 ABL Priority SCF Primary Collateral, whether in connection with any Cash Collateral use, any DIP Financing, or otherwise, without the express written consent of the SCF Agent (except as expressly set forth in Section 6.01 given or as may otherwise be consented to in writing by the ABL Agent not given in its sole and absolute discretion); provided, however, subject to Section 6.01, First Lien Claimholders may seek and obtain . Any type of such adequate protection that might be granted in favor of any Note Claimholder with respect to any interest such Claimholder may have in the form of an additional or replacement Lien on SCF Primary Collateral so long as (i) the ABL Claimholders have been granted even if such adequate protection shall be in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect property that is not of their interest in such ABL Priority a type that otherwise would have constituted SCF Primary Collateral) is will be subordinated to the Liens of securing the ABL Agent in SCF Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) permitted pursuant to Section 6.1 on the same basis as the other Liens of the Notes Agent on ABL Priority SCF Primary Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL SCF Claimholder shall be entitled (and each ABL SCF Claimholder 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 Note Primary Collateral without the express written consent of the Notes Priority Collateral except as may be consented to Agent (given or not given in writing by the First Lien Agents in their its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain ). Any type of such adequate protection that might be granted in favor of any SCF Claimholder with respect to any interest such Claimholder may have in the form of an additional or replacement Lien on Note Primary Collateral so long as (i) the First Lien Claimholders have been granted adequate protection in the form even if such collateral is not of a replacement lien on such type which would otherwise have constituted Note Primary Collateral), and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders in respect of their interest in such Notes Priority Collateral) is shall be subordinated to the Liens of on such collateral securing the First Lien Agents in Note Obligations, any such Collateral DIP Financing (and all Obligations relating thereto) permitted pursuant to Section 6.1 all on the same basis as the other Liens of the ABL SCF Agent on Notes Priority Note Primary Collateral; or (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to (i) the ABL Priority SCF Primary Collateral, nothing herein shall limit the rights of the First Lien Agents Notes Agent or the First Lien Note Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Note Primary 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 long as such request is not otherwise inconsistent with this Agreement and or (ii) the Notes Priority Note Primary Collateral, nothing herein shall limit the rights of the ABL SCF Agent or the ABL SCF Claimholders from seeking adequate protection with respect to their rights in the ABL Priority SCF Primary 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement).

Adequate Protection. (a) The Notes Prior to the Discharge of Prior Lien Obligations, each Subordinated Lien Agent, on behalf of itself and the Note Claimholders, and the Additional First applicable Subordinated Lien Agent, on behalf of the Additional First Lien Claimholders, 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) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or (iii) any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Claimholders, 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 the First Prior Lien Agents Agent or the other First Prior Lien Claimholders for relief from the automatic stay with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders; or (ii) subject to the provisions of Section 6.01, any request by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders for adequate protection with respect to the Notes Priority Subordinated Lien Collateral of such Subordinated Lien Claimholders; or (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or iii) any objection by the First Prior Lien Agents Agent or the First other Prior Lien Claimholders to any motion, relief, action or proceeding based on the First Prior Lien Agents Agent or the First other Prior Lien Claimholders claiming a lack of adequate protection with respect to the Notes Priority CollateralSubordinated Lien Collateral of such Subordinated Lien Claimholders. (cb) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) , no First Subordinated Lien Claimholder shall be entitled (and each First Subordinated Lien Claimholder 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 (or any comparable request for relief) with respect to its interests in the ABL Priority its Subordinated Lien Collateral (except as expressly set forth in Section 6.01 6.1 or as may otherwise be consented to in writing by the ABL Prior Lien Agent with respect to such Collateral in its sole and absolute discretion); provided, however, subject to Section 6.016.1, First Subordinated Lien Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien Liens on Collateral (and no Prior Lien Agent or Prior Lien Claimholder shall object to the granting of such Lien) so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; or (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and (ii) no ABL Claimholder shall be entitled (and each ABL Claimholder 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 Notes Priority Collateral except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Prior Lien Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Subordinated Lien Collateral (and on any Collateral granted as adequate protection for the First Subordinated Lien Claimholders in respect of their interest in such Notes Priority Subordinated Lien Collateral) is subordinated to the Liens of the First Prior Lien Agents Agent in such Collateral on the same basis as the other Liens of the ABL Agent Subordinated Lien Agents on Notes Priority Subordinated Lien Collateral; orand (2c) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents in their sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing Nothing herein shall limit the rights of the First any Prior Lien Agents Agent or the First Prior Lien Claimholders from seeking to seek adequate protection with respect to their rights in the Notes Priority their Prior Lien 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 long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders 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 Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement. (d) Any or all of the ABL Claimholders and any or all of the Fixed Asset Claimholders shall be entitled to seek adequate protection in the form of a superpriority administrative claim against any Grantor that is the subject of an Insolvency or Liquidation Proceeding; provided, however, that any administrative expense priority or any superpriority administrative expense priority granted by any such Grantor to any or all of the ABL Claimholders shall be pari passu with any administrative expense priority or any superpriority administrative expense priority granted by such Grantor to any or all of the Fixed Asset Claimholders, and vice versa.

Adequate Protection. (a) The Each Term Loan/Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholdersapplicable Term Loan/Notes Secured Parties, agrees that none of them shall be entitled to object to, contest and none of them shall contest (or support any other Person objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):: (i) subject to the provisions of Section 6.01, any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or (ii) any request by the ABL Agent or any of the other ABL Claimholders Secured Parties for adequate protection with respect to the ABL Priority Collateral or any adequate protection provided to the ABL Agent or any of the other ABL Secured Parties with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Term Loan/Notes Priority Collateral); or (iiiii) any objection by the ABL Agent or any of the other ABL Claimholders Secured Parties to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a claim of a lack of adequate protection with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL ClaimholdersSecured Parties, agrees that none of them shall be entitled to object to, contest and none of them shall contest (or support any other Person objecting to or contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):: (i) any request by the First Lien Agents any Term Loan/Notes Agent or any of the other First Lien Claimholders for relief from the automatic stay with respect to the Term Loan/Notes Priority Collateral; or (ii) subject to the provisions of Section 6.01, any request by the First Lien Agents or the First Lien Claimholders Secured Parties for adequate protection with respect to the Term Loan/Notes Priority Collateral or any adequate protection provided to any Term Loan/Notes Agent or any of the other Term Loan/Notes Secured Parties with respect to the Term Loan/Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or Table of Contents (ii) any objection by the First Lien Agents any Term Loan/Notes Agent or the First Lien Claimholders any Term Loan/Notes Secured Party to any motion, relief, action or proceeding based on the First Lien Agents or the First Lien Claimholders claiming a claim of a lack of adequate protection with respect to the Term Loan/Notes Priority Collateral. (c) Consistent with the foregoing provisions in this Section 6.036.3, and except as provided in Sections 6.01 6.1 and 6.076.7, in any Insolvency or Liquidation Proceeding: (i) no First Lien Claimholder Term Loan/Notes Agent or Term Loan/Notes Secured Party shall be entitled (and each First Lien Claimholder Term Loan/Notes Agent and Term Loan/Notes Secured Party 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 ABL Priority Collateral (except as expressly set forth in Section 6.01 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion)Collateral; provided, however, subject to Section 6.016.1, First Lien Claimholders the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders Agent and the ABL Secured Parties have been granted adequate protection in the form of a replacement lien Lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders Agent and the ABL Secured Parties in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral and such other collateral on the same basis as the other Liens of the Term Loan/Notes Agent Agents on ABL Priority Collateral; orand (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 (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion); and; (ii) no ABL Claimholder Agent or ABL Secured Party shall be entitled (and the ABL Agent and each ABL Claimholder Secured Party 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/Notes Priority Collateral except as may be consented to in writing by the First Lien Agents each Term Loan/Notes Agent in their its sole and absolute discretion; provided, however, the ABL Claimholders Agent and ABL Secured Parties may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the First Lien Claimholders Term Loan/Notes Agents and Term Loan/Notes Secured Parties have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Term Loan/Notes Priority Collateral (and on any Collateral granted as adequate protection for the First Lien Claimholders Term Loan/Notes Agents and Term Loan/Notes Secured Parties in respect of their interest in such Term Loan/Notes Priority Collateral) is subordinated Table of Contents to the Liens of the First Lien Term Loan/Notes Agents in such Collateral on the same basis as the other Liens of the ABL Agent on Term Loan/Notes Priority Collateral; orand (2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Term Loan/Notes Priority Collateral (except as may be consented to in writing by the First Lien Agents each Term Loan/Notes Agent in their its sole and absolute discretion). (d) With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the First Lien Term Loan/Notes Agents or and the First Lien Claimholders Term Loan/Notes Secured Parties from seeking adequate protection with respect to their rights in the Term Loan/Notes 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 proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Term Loan/Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders Secured Parties 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 proceeds of Term Loan/Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.