Common use of Adequate Protection Clause in Contracts

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Second Lien Agent, on behalf of itself and each of the ABL Lendersother Second Lien Secured Parties, agrees that the Term none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by First Lien Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests other First Lien Secured Parties for adequate protection in respect or any adequate protection provided to First Lien Agent or other First Lien Secured Parties or (ii) any objection by First Lien Agent or any of the Term Obligations and such other First Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection is granted in or (iii) the form payment of additional collateral comprising assets interest, fees, expenses or other amounts to First Lien Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the type Bankruptcy Code or under any comparable provision of assets that constitute ABL Priority Collateral, then the Term any other Bankruptcy Law. (b) Second Lien Agent, on behalf of itself and each of the Term Lendersother Second Lien Secured Parties, agrees that the ABL Agent none of them shall have the right to seek or request a senior accept adequate protection without the prior written consent of First Lien Agent; except, that, Second Lien Agent, for itself or on such behalf of the other Second Lien Secured Parties, shall be permitted to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral (including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding), or additional or replacement collateral to secure the Second Lien Debt, in connection with any DIP Financing or use of cash collateral as security provided for in Section 7.2 above, or in connection with any such adequate protection obtained by First Lien Agent and the ABL Obligations other First Lien Secured Parties, as long as in each case, First Lien Agent is also granted such additional or replacement Liens or additional or replacement collateral and that any such Liens of Second Lien on Agent or such collateral other Second Lien Secured Party are subordinated to the Liens securing the Term Obligations shall be subordinate First Lien Debt to the same extent as the Liens of Second Lien Agent and such other Second Lien Secured Parties on such collateral securing the ABL ObligationsCollateral are subordinated to the Liens of First Lien Agent and the other First Lien Secured Parties hereunder and to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to First Lien Agent.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 Section 6.1, Section 6.3 and 6.3this Section 6.11, nothing in this Agreement shall limit the rights of (w) the ABL Agent and the ABL LendersSecured Parties, on (x) the one hand, First Lien Term Loan Agent and the First Lien Term Loan Secured Parties, (y) the Second Lien Term Loan Agent and the Second Lien Term Loan Secured Parties, or (z) any Additional Term Agent and the any Additional Term LendersSecured Parties, on the other handrespectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the First Lien Term Loan Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the First Lien Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the First Lien Term Loan Obligations, (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that the Second Lien Term Loan Agent shall also be granted a senior Lien on such collateral as security for the Second Lien Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Second Lien Term Loan Obligations, (c) in the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), (bd) in the event that the First Lien Term Loan Agent, on behalf of itself or any of the First Lien Term LendersLoan Secured Parties, seeks or requests adequate protection in respect of the First Lien Term Loan Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the First Lien Term Loan Agent, on behalf of itself and each of the First Lien Term LendersLoan Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the First Lien Term Loan Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (e) in the event that the Second Lien Term Loan Agent, on behalf of itself or any of the Second Lien Term Loan Secured Parties, seeks or requests adequate protection in respect of the Second Lien Term Loan Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Second Lien Term Loan Agent, on behalf of itself and each of the Second Lien Term Loan Secured Parties, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Second Lien Term Loan Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, and (f) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3Section 6.1, nothing in this Agreement shall limit the rights of (x) the ABL Agent and the ABL LendersSecured Parties, on the one hand, and (y) the Term Loan Agent and the Term LendersLoan Secured Parties, on the other handor (z) any Additional Term Agent and any Additional Term Secured Parties, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Priority Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted (i) in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that the Term Loan Agent shall also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Term Loan Obligations, or (ii) in the form of periodic or other cash payments, such cash payments shall be made solely from the Proceeds of ABL Priority Collateral, (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the any Additional Term Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), (bc) in the event that the Term Loan Agent, on behalf of itself or any of the Term LendersLoan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted (i) in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term LendersLoan Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, or (ii) in the form of periodic or other cash payments, such cash payments shall be made solely from the Proceeds of Term Loan Priority Collateral, and (d) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted (i) in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations (except as may be separately otherwise agreed in writing by and between the ABL Agent, on behalf of itself and the ABL Secured Parties represented thereby, and such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby), or (ii) in the form of periodic or other cash payments, such cash payments shall be made solely from the Proceeds of Term Loan Priority Collateral.

Adequate Protection. Except All adequate protection granted to the extent expressly provided Administrative Agent in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection any Insolvency Proceeding with respect to their respective interests in a Loan Party, including all Liens granted to the applicable Collateral Administrative Agent in any such Insolvency ProceedingProceeding as adequate protection, including adequate protection are intended to be for the benefit of all Secured Parties and shall be subject to Section 10.3, subject to any court order affecting the rights and interests of the parties hereto not in conflict with the form of a cash paymentterms hereof. Without limiting the foregoing, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL FILO Documentation Agent, on behalf of itself or any of the ABL LendersFILO Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security adequate protection for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) FILO Loans solely in the event form of payment of interest at the then applicable interest rate (including the FILO Applicable Margin) for the FILO Loans and reimbursement of reasonable expenses of the FILO Documentation Agent; provided, however, that the Term Administrative Agent, on behalf of itself the Revolving Secured Parties, may contest (or support any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and other Person contesting) any request by any FILO Secured Parties for such adequate protection is granted in the form from proceeds of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and Collateral unless each of the Term Lendersfollowing conditions is satisfied: (i) such payments are approved by a final order of the applicable U.S. Bankruptcy Court (or other court of competent jurisdiction) approving a Post-Petition Financing consented to by the Administrative Agent, agrees that (ii) the ABL Administrative Agent shall have and the right other Secured Parties (other than the FILO Secured Parties) are also receiving adequate protection payments covering their interest, fees and expenses, (iii) the amount of all such payments is added to seek or request a senior Lien on such collateral as security for the ABL Maximum Revolving Insolvency Amount, and (iv) the FILO Secured Parties agree to pay over an amount not to exceed the payments so received if the Revolving Obligations and that any Lien on all obligations under such collateral securing the Term Obligations shall be subordinate to the Lien on Post-Petition Financing are not paid in full in such collateral securing the ABL ObligationsInsolvency Proceeding.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3Section 6.1, nothing in this Agreement shall limit the rights of (x) the ABL Agent and the ABL LendersSecured Parties, on the one hand, and (y) the Term Loan Agent and the Term LendersLoan Secured Parties, on the other handor (z) any Additional Agent and any Additional Secured Parties, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term Loan Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Term Loan Obligations, (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), (bc) in the event that the Term Loan Agent, on behalf of itself or any of the Term LendersLoan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term LendersLoan Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (d) in the event that the Term Loan Agent, on behalf of itself or any of the Term Loan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term Loan Secured Parties, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to any Lien on such collateral securing the Additional ABL Obligations, (e) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (f) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Party represented thereby, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the Additional ABL Obligations, (g) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that the Term Loan Agent shall also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Loan Obligations, and (h) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby).

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL LendersSecured Parties, on the one hand, and the Term Agent First Lien Notes Agent, the First Lien Notes Secured Parties, and the Term LendersFuture Notes Indebtedness Secured Parties, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional or replacement collateral comprising assets of the type of assets that constitute Term Non-ABL Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term First Lien Notes Agent shall have the right to seek or request a senior Lien on such collateral as security and adequate protection for the Term First Lien Notes Obligations and that any Lien on such collateral securing or providing adequate protection for the ABL Obligations shall be subordinate to the Lien on such collateral securing or providing adequate protection for the Term First Lien Notes Obligations and (b) in the event that either the Term First Lien Notes Agent, on behalf of itself itself, any of the First Lien Notes Secured Parties, or any of the Term LendersFuture Notes Indebtedness Secured Parties, seeks or requests adequate protection in respect of the Term First Lien Notes Obligations and such adequate protection is granted in the form of a Lien on additional or replacement collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then each of the Term First Lien Notes Agent, on behalf of itself itself, each of the First Lien Notes Secured Parties, and each of the Term LendersFuture Notes Indebtedness Secured Parties, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security and adequate protection for the ABL Obligations and that any Lien on such collateral securing or providing adequate protection for the Term First Lien Notes Obligations shall be subordinate to the Lien on such collateral securing or providing adequate protection for the ABL Obligations.

Adequate Protection. Except Each Additional First Lien Secured Party shall be deemed to have agreed that the extent expressly provided in Sections 6.1 Collateral Agent shall be entitled to seek or request (and 6.3, nothing in this Agreement shall limit to have waived any right to object to or otherwise oppose the rights of the ABL Agent and the ABL Lenders, on the one handCollateral Agent’s seeking or requesting), and the Term Collateral Agent and (upon the Term Lendersdirection of the Controlling Secured Party) shall seek or request, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceedingor Liquidation Proceeding of the interest of the Revolving Secured Parties in the Shared Collateral, including regardless of the form of any such adequate protection. If any such adequate protection shall be in the form of cash payments of principal, such cash payment shall be deemed to be distributed and may be applied as if such cash payments were distributed pursuant to Section 2.01(a). If any such adequate protection is in the form of additional Liens on Shared Collateral or claims, such Liens or claims shall be of the same priority as set forth in Section 2.01(c), but subject to Section 2.01(a). Prior to the discharge of the Revolving Obligations, where the Controlling Secured Party has directed the Collateral Agent to seek adequate protection on behalf of the Revolving Secured Parties, and only in such instance (except as may otherwise be consented to by the Controlling Secured Party, or as otherwise set forth in Section 2.05(b) of this Agreement), Additional First Lien Secured Parties may seek or receive adequate protection, it being understood that, if granted, such adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (aprincipal shall be subject to Section 2.01(a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets Liens or claims shall be of the type same priority as set forth in Section 2.01(c), but subject to Section 2.01(a). If, notwithstanding any provision of assets that constitute Term Priority Collateralthis Agreement to the contrary, then the ABL Agentany Additional First Lien Secured Parties should be granted, on behalf for any reason whatsoever, in any Insolvency or Liquidation Proceeding any form of itself and each adequate protection, any such adequate protection consisting of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations cash payments of principal shall be subordinate deemed to constitute Shared Collateral and shall be distributed and applied as if distributed pursuant to Section 2.01(a) until the Lien on such collateral securing the Term Obligations and (b) in the event that the Term AgentDischarge of Revolving Obligations, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Liens shall be deemed to be granted on Shared Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right subject to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL ObligationsSection 2.01(a).

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3Section 6(c), nothing in this Agreement shall limit the rights of the ABL Agent and the ABL LendersCRG Creditors, on the one hand, and the Term Agent and the Term LendersABL Lender, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided provided, that (ai) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, Lender seeks or requests adequate protection in respect of the ABL Obligations Lender’s Claims and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority CRG Senior Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, Lender agrees that the Term CRG Agent shall have the right to seek or request also be granted a senior Lien lien and security interest on such collateral as security for the Term Obligations CRG Creditors’ Claims and that any Lien lien or security interest on such collateral securing the ABL Obligations Lender’s Claims shall be subordinate to the Lien liens and security interests on such collateral securing the Term Obligations CRG Creditors’ Claims, and (bii) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, CRG Agent seeks or requests adequate protection in respect of the Term Obligations CRG Creditors’ Claims and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Senior Collateral, then the Term AgentCRG Agent agrees, on behalf of itself and each of the Term LendersCRG Creditors, agrees that the ABL Agent Lender shall have the right to seek or request also be granted a senior Lien lien and security interest on such collateral as security for the ABL Obligations Lender’s Claims and that any Lien lien or security interest on such collateral securing the Term Obligations CRG Creditors’ Claims shall be subordinate to the Lien liens and security interests on such collateral securing the ABL ObligationsLender’s Claims.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL AgentThe Exit Convertible Notes Representative, on behalf of itself and each of the ABL Lendersother Exit Convertible Notes Secured Parties, agrees that the Term Agent shall have the right that, prior to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations Payment Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.4(b), none of them shall be subordinate object, contest, or support any other Person objecting to or contesting, (i) any request by the ABL Representative or the other ABL Secured Parties for adequate protection of its interest in the Collateral or any adequate protection provided to the Lien on such collateral securing ABL Representative or the Term Obligations and other ABL Secured Parties, (bii) in any objection by the event that the Term Agent, on behalf of itself ABL Representative or any other ABL Secured Parties to any motion, relief, action or proceeding based on a claim of the Term Lenders, seeks or requests a lack of adequate protection in respect the Collateral or (iii) the periodic payment of amounts equal to interest, fees, expenses or other amounts provided to the Term Obligations and such ABL Representative or any other ABL Secured Party as adequate protection is granted of its interest in the form of additional collateral comprising assets of Collateral; provided that any action described in the type of assets that constitute ABL Priority Collateral, then the Term Agentforegoing clauses (i) through (iii) does not violate Section 5.2. The Exit Convertible Notes Representative, on behalf of itself and each the other Exit Convertible Notes Secured Parties, further agrees that, prior to the ABL Obligations Payment Date, none of them shall support any other Person asserting or enforcing any claim under Section 506(c) of the Term Lenders, agrees Bankruptcy Code or otherwise that is senior to or on a parity with the ABL Agent shall have Liens for costs or expenses of preserving or disposing of any ABL Priority Collateral. Notwithstanding anything to the right contrary set forth in this Section and Section 5.2(a)(i)(y), but subject to all other provisions of this Agreement (including Section 5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral, and the ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Exit Convertible Notes Representative, on behalf of itself and any of the Exit Convertible Notes Secured Parties, may, as adequate protection of their interests in the ABL Priority Collateral, seek or request accept (and the ABL Representative and the ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a senior replacement Lien on such collateral as security for the same additional collateral, subordinated to the Liens securing the ABL Obligations and that any Lien such ABL DIP Financing on such collateral securing the Term Obligations shall be subordinate same basis as the other Exit Convertible Notes Liens on the ABL Priority Collateral are so subordinated to the Lien on such collateral securing ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the ABL ObligationsSecured Parties; provided, however, that the Exit Convertible Notes Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Exit Convertible Notes Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3Section 6.1, nothing in this Agreement shall limit the rights of (a) the ABL Agent and the ABL Lenders, on the one hand, and (b) the Term Loan Agent and the Term LendersLoan Secured Parties, on the other handor (c) any Additional Agent and any Additional Creditors, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Loan Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the Term Obligations and Loan Obligations, (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that any Additional Agent shall also be granted a senior Lien on such collateral as security for the Additional Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Additional Obligations (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders), (c) in the event that the Term Loan Agent, on behalf of itself or any of the Term LendersLoan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term LendersLoan Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations and (d) in the event that any Additional Agent, on behalf of itself or any Additional Creditor, seeks or requests adequate protection in respect of the Additional Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Agent, on behalf of itself and any Additional Creditor represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections Section 6.1 and 6.3this Section 6.10, nothing in this Agreement shall limit the rights of (x) the ABL Agent and the ABL LendersSecured Parties, on the one hand, and (y) the Term Loan Agent and the Term LendersLoan Secured Parties, on or (z) any Additional Agent and the other handAdditional Secured Parties, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Priority Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term Loan Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Term Loan Obligations; (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties); (bc) in the event that the Term Loan Agent, on behalf of itself or any of the Term LendersLoan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term LendersLoan Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations; (d) in the event that the Term Loan Agent, on behalf of itself or any of the Term Loan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term Loan Secured Parties, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to any Lien on such collateral securing the Additional ABL Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties); (e) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations (except as may be separately otherwise agreed in writing by and between the ABL Agent, on behalf of itself and the ABL Secured Parties, and such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby); (f) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Party represented thereby, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the Additional ABL Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby); (g) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that the Term Loan Agent shall also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Loan Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties); (h) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby); and (i) for the avoidance of doubt, (i) no ABL Secured Party may seek or request adequate protection in the form of a Lien on any Real Property without the express written consent of the Term Loan Agent and (ii) the provisions of this Section 6.10 shall not otherwise apply to any adequate protection Liens that any Term Loan Secured Party may receive on any Real Property.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3Section 6.1, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3Section 6.1, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the any Term Agent Loan Agents and the Term Loan Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Common Collateral in any Insolvency or Liquidation Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations Claims and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Facility First Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees agrees, subject to Section 2.3, that the Term Agent Loan Agents shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Term Obligations Loan Priority Claims and that any Lien on such collateral securing the ABL Obligations Claims shall be subordinate to the Lien on such collateral securing the Term Obligations Loan Priority Claims and (b) in the event that the any Term Loan Agent, on behalf of itself or any of the and each applicable Term LendersLoan Lender, seeks or requests adequate protection in respect of the Term Obligations Loan Claims and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Facility First Priority Collateral, then the such Term Loan Agent, on behalf of itself and each of the applicable Term LendersLoan Lender, agrees agrees, subject to Section 2.3, that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations Priority Claims and that any Lien on such collateral securing the Term Obligations Loan Claims shall be subordinate to the Lien on such collateral securing the ABL ObligationsPriority Claims.

Adequate Protection. Except (a) FGI agrees that it shall raise no objection to, contest, or support any other Person objecting to or contesting, (i) any request by Credit Agreement Creditors for adequate protection or any adequate protection provided to Credit Agreement Creditors, or (ii) any objection by Credit Agreement Creditors to any motion, relief, action or proceeding based on a claim of a lack of adequate protection, or (iii) the extent expressly provided in Sections 6.1 and 6.3payment of interest, nothing in this fees, expenses or other amounts to Credit Agreement shall limit the rights Creditors under Section 506(b) or 506(c) of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking Bankruptcy Code or requesting otherwise. (b) FGI agrees that it shall not seek or accept adequate protection with respect without the prior written consent of Credit Agreement Creditors; except, that, the FGI shall be permitted (i) to their respective interests in the applicable Collateral in any Insolvency Proceeding, including obtain adequate protection in the form of a the benefit of additional or replacement Liens on the Collateral (including proceeds thereof arising after the commencement of any Bankruptcy Event), or additional or replacement collateral to secure the obligations to FGI under the FGI Documents, in connection with any DIP Financing or use of cash paymentcollateral as provided for in Section 3.1 above, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or connection with any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is obtained by Credit Agreement Creditors, as long as in each case, Credit Agreement Creditors are also granted such additional or replacement Liens or additional or replacement collateral and such Liens of FGI are subordinated to the Liens securing the obligations to Credit Agreement Creditors under the Credit Documents to the same extent as the Liens of FGI on the Collateral are subordinated to the Liens of Credit Agreement Creditors and (ii) to obtain adequate protection in the form of additional collateral comprising assets reports, notices, inspection rights and similar forms of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate adequate protection to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is extent granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL ObligationsCredit Agreement Creditors.

Adequate Protection. Except IESA (including, for avoidance of doubt, in its capacity as a holder of IESA Pari Passu Obligations and IESA Second-Lien Obligations) agrees that it shall not (i) oppose, object to or contest (or join with or support any third party opposing, objecting to or contesting) (a) any request by the extent expressly provided Agent or the Secured Parties for adequate protection in any Insolvency or Liquidation Proceeding (or any granting of such request) or (b) any objection by the Agent or the Secured Parties to any motion, relief, action or proceeding based on the Agent or the Secured Parties claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 6.1 and 6.3362, nothing in this Agreement shall limit the rights 363 and/or 364 of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection Bankruptcy Code with respect to their respective interests the Shared Collateral, except that, if the Agent or the Secured Parties are granted adequate protection, to compensate it for the diminution in the applicable value of the Liens on the Shared Collateral securing the BlueBay Obligations, in the form of (A) cash payments, such cash payments shall be shared with IESA in an amount sufficient for application to the BlueBay Obligations and the IESA Pari Passu Obligations, in accordance with their Pro Rata Shares, and (B) replacement Liens on the assets of the Borrower or any Insolvency Proceedingother Person, including IESA may seek or request adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in replacement Lien on the event that the ABL Agent, on behalf of itself or any same assets of the ABL LendersBorrower or other Person as awarded to the Secured Parties with respect to such diminution, seeks which Lien will be pari passu with (or requests adequate protection subordinated and second-priority to, as the case may be) the Liens securing the BlueBay Obligations (including any replacement Liens granted in respect of the ABL Obligations BlueBay Obligations) and such adequate protection is granted in any DIP Financing (and all obligations relating thereto) on the form of additional collateral comprising assets of same basis as the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral other Liens securing the ABL IESA Obligations shall be subordinate to are pari passu with (or subordinated and second-priority to, as the Lien on such collateral securing case may be) the Term BlueBay Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligationsunder this Agreement.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL LendersSecured Parties, on the one hand, and the Term Agent Agents and the Term LendersSecured Parties, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the each Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the relevant Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the any Term Agent, on behalf of itself or any of the Term LendersSecured Parties represented by it, seeks or requests adequate protection in respect of any portion of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the such Term Agent, on behalf of itself and each of the Term LendersSecured Parties represented by it, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral If in any Insolvency Proceedingor Liquidation Proceeding of any Domestic Non-Filing Entities, including (i) if the DIP Lenders are granted adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral in connection with any financing or otherwise; provided that (a) in use of its cash collateral under section 363 or section 364 of the event that Bankruptcy Code, then the ABL Pre-Petition Agent, on behalf of itself or any of the ABL Pre-Petition Lenders, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the DIP Lender Claims on the same basis as the other Liens securing the Non-Stayed Pre-Petition Lender Claims are so subordinated to the DIP Lender Claims under this Agreement, and (ii) in the event the Pre-Petition Agent, on behalf of itself and the Pre-Petition Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateralcollateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Pre-Petition Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Pre-Petition Lenders, agrees that the ABL DIP Agent shall have the right to seek or request also be granted a senior Lien on such additional collateral as security for the ABL Obligations and that any Lien on such additional collateral securing the Term Obligations Pre-Petition Claims shall be subordinate subordinated to the Lien Liens on such collateral securing the ABL ObligationsDIP Lender Claims and any other Liens granted to the DIP Lenders as adequate protection on the same basis as the other Liens securing the Pre-Petition Claims are so subordinated to such DIP Lender Claims under this Agreement.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL LendersSecured Parties, on the one hand, and the Term Agent First Lien Notes Agent, the First Lien Notes Secured Parties, and the Term LendersFuture Notes Indebtedness Secured Parties, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional or replacement collateral comprising assets of the type of assets that constitute Term Non-ABL Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term First Lien Notes Agent shall have the right to seek or request a senior Lien on such collateral as security and adequate protection for the Term First Lien Notes Obligations and that any Lien on such collateral securing or providing adequate protection for the ABL Obligations shall be subordinate to the Lien on such collateral securing or providing adequate protection for the Term First Lien Notes Obligations and (b) in the event that either the Term First Lien Notes Agent, on behalf of itself itself, any of the First Lien Notes Secured Parties, or any of the Term LendersFuture Notes Indebtedness Secured Parties, seeks or requests adequate protection in respect of the Term First Lien Notes Obligations and such adequate protection is granted in the form of a Lien on additional or replacement collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then each of the Term First Lien Notes Agent, on behalf of itself itself, each of the First Lien Notes Secured Parties, and each of the Term LendersFuture Notes Indebtedness Secured Parties, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security and adequate protection for the ABL Obligations and that any Lien on such collateral securing or providing adequate protection for the Term First Lien Notes Obligations shall be subordinate to the Lien on such collateral securing or providing adequate protection for the ABL Obligations. Plan of Reorganization. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon the Collateral are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of ABL Obligations and on account of First Lien Notes Obligations, then, to the extent the debt obligations distributed on account of the ABL Obligations and on account of the First Lien Notes Obligations are secured by Liens upon the same Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. Each of the ABL Secured Parties and the First Lien Notes Secured Parties may vote on any plan of reorganization or similar dispositive restructuring plan with respect to the ABL Obligations or the First Lien Notes Obligations (as applicable); provided that none of the ABL Secured Parties or the First Lien Notes Secured Parties shall propose, vote to accept, or otherwise support a plan of reorganization, arrangement, compromise or liquidation or similar dispositive restructuring plan, or any other document, agreement or proposal similar to the foregoing that is inconsistent with or in contravention of the terms of this Agreement.

Adequate Protection. Except Each Additional First Lien Secured Party shall be deemed to have agreed that the extent expressly provided in Sections 6.1 Collateral Agent shall be entitled to seek or request (and 6.3, nothing in this Agreement shall limit to have waived any right to object to or otherwise oppose the rights of the ABL Agent and the ABL Lenders, on the one handCollateral Agent’s seeking or requesting), and the Term Collateral Agent and (upon the Term Lendersdirection of the Controlling Secured Party) shall seek or request, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceedingor Liquidation Proceeding of the interest of the Credit Agreement Secured Parties in the Shared Collateral, including regardless of the form of any such adequate protection. If any such adequate protection shall be in the form of cash payments, such cash payment shall be deemed to be distributed and may be applied as if such cash payments were distributed pursuant to Section 2.01(a). If any such adequate protection is in the form of additional Liens on Shared Collateral, such Liens shall be of the same priority as set forth in Section 2.01(c), but subject to Section 2.01(a). Where the Controlling Secured Party has directed the Collateral Agent to seek adequate protection on behalf of the Credit Agreement Secured Parties, and only in such instance, Additional First Lien Secured Parties may seek adequate protection, it being understood that, if granted, such adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (ashall be subject to Section 2.01(a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets Liens shall be of the type same priority as set forth in Section 2.01(c), but subject to Section 2.01(a). If, notwithstanding any provision of assets that constitute Term Priority Collateralthis Agreement to the contrary, then the ABL Agentany Additional First Lien Secured Parties should be granted, on behalf for any reason whatsoever, in any Insolvency or Liquidation Proceeding any form of itself and each adequate protection, any such adequate protection consisting of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations cash payments shall be subordinate deemed to constitute Shared Collateral and shall be distributed and applied as if distributed pursuant to Section 2.01(a) until the Lien on such collateral securing the Term Obligations and (b) in the event that the Term AgentDischarge of Credit Agreement Obligations, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Liens shall be deemed to be granted on Shared Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right subject to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL ObligationsSection 2.01(a).

Adequate Protection. Except to the extent expressly provided in Sections Section 6.1 and 6.3this Section 6.10, nothing in this Agreement shall limit the rights of (x) the ABL Agent and the ABL LendersSecured Parties, on (y) the one hand, and the Term [Cash Flow] Agent and the Term Lenders[Cash Flow] Secured Parties, on the other handor (z) any Additional Agent and any Additional Secured Parties, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term [Cash Flow] Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term [Cash Flow] Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Term [Cash Flow] Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the Term Obligations and [Cash Flow] Obligations, (b) in the event that the Term ABL Agent, on behalf of itself or any of the Term LendersABL Secured Parties, seeks or requests adequate protection in respect of the Term ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute [Cash Flow] Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that any Additional [Cash Flow] Agent shall also be granted a senior Lien on such collateral as security for the Additional [Cash Flow] Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Additional [Cash Flow] Obligations (except as may be separately otherwise agreed in writing by and between such Additional [Cash Flow] Agent, on behalf of itself and the Additional [Cash Flow] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), (c) in the event that the [Cash Flow] Agent, on behalf of itself or any of the [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term [Cash Flow] Agent, on behalf of itself and each of the Term Lenders[Cash Flow] Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term [Cash Flow] Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (d) in the event that the [Cash Flow] Agent, on behalf of itself or any of the [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the [Cash Flow] Agent, on behalf of itself and each of the [Cash Flow] Secured Parties, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the [Cash Flow] Obligations shall be subordinate to any Lien on such collateral securing the Additional ABL Obligations, (e) in the event that any Additional [Cash Flow] Agent, on behalf of itself or any Additional [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the Additional [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional [Cash Flow] Agent, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional [Cash Flow] Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (f) in the event that any Additional [Cash Flow] Agent, on behalf of itself or any Additional [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the Additional [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional [Cash Flow] Agent, on behalf of itself and any Additional [Cash Flow] Secured Party represented thereby, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the Additional [Cash Flow] Obligations shall be subordinate to the Lien on such collateral securing the Additional ABL Obligations, (g) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute [Cash Flow] Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that the [Cash Flow] Agent shall also be granted a senior Lien on such collateral as security for the [Cash Flow] Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the [Cash Flow] Obligations, and (h) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute [Cash Flow] Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that any Additional [Cash Flow] Agent shall also be granted a senior Lien on such collateral as security for the Additional [Cash Flow] Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Additional [Cash Flow] Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional [Cash Flow] Agent, on behalf of itself and the Additional [Cash Flow] Secured Parties represented thereby).

Adequate Protection. Except to the extent expressly provided in Sections 6.1 Section 6.1, Section 6.3, and 6.3this Section 6.10, nothing in this Agreement shall limit the rights of (x) the ABL Agent and the ABL LendersSecured Parties, on (y) the one hand, and the [Term Loan] Agent and the [Term LendersLoan] Secured Parties, on the other handor (z) any Additional [Term] Agent and any Additional [Term] Secured Parties, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute [Term Loan] Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the [Term Loan] Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the [Term Loan] Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the [Term Obligations and Loan] Obligations, (b) in the event that the Term ABL Agent, on behalf of itself or any of the Term LendersABL Secured Parties, seeks or requests adequate protection in respect of the Term ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute [Term Loan] Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that any Additional [Term] Agent shall also be granted a senior Lien on such collateral as security for the Additional [Term] Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Additional [Term] Obligations (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), (c) in the event that the [Term Loan] Agent, on behalf of itself or any of the [Term Loan] Secured Parties, seeks or requests adequate protection in respect of the [Term Loan] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the [Term Loan] Agent, on behalf of itself and each of the [Term LendersLoan] Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the [Term Loan] Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (d) [reserved], and (e) in the event that any Additional [Term] Agent, on behalf of itself or any Additional [Term] Secured Parties, seeks or requests adequate protection in respect of the Additional [Term] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional [Term] Agent, on behalf of itself and any Additional [Term] Secured Parties represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional [Term] Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections Section 6.1 and 6.3this Section 6.10, nothing in this Agreement shall limit the rights of (x) the ABL Agent and the ABL LendersSecured Parties, on the one hand, and (y) the Term Loan Agent and the Term LendersLoan Secured Parties, on the other handor (z) any Additional Agent and any Additional Secured Parties, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term Loan Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on such collateral securing the Term Loan Obligations, (b) in the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the any Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), (bc) in the event that the Term Loan Agent, on behalf of itself or any of the Term LendersLoan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term LendersLoan Secured Parties, agrees that the ABL Agent shall have the right to seek or request also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (d) in the event that the Term Loan Agent, on behalf of itself or any of the Term Loan Secured Parties, seeks or requests adequate protection in respect of the Term Loan Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the Term Loan Secured Parties, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to any Lien on such collateral securing the Additional ABL Obligations, (e) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations, (f) in the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests adequate protection in respect of the Additional Term Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional Term Agent, on behalf of itself and any Additional Term Secured Party represented thereby, agrees that any Additional ABL Agent shall also be granted a senior Lien on such collateral as security for the Additional ABL Obligations and that any Lien on such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the Additional ABL Obligations, (g) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that the Term Loan Agent shall also be granted a senior Lien on such collateral as security for the Term Loan Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Loan Obligations, and (h) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Loan Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the Additional Term Obligations and that any Lien on such collateral securing the Additional ABL Obligations shall be subordinate to the Lien on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby).

Adequate Protection. Except (a) The Second Lien Agent, on behalf of itself and the other Second Lien Creditors, agrees that none of them shall, with respect to any collateral held by a First Lien Creditor (other than the Non-Operated Properties Collateral) object, contest, or support any other Person objecting to or contesting, (i) any request by the First Lien Creditor for adequate protection or (ii) any objection by the First Lien Creditor to any motion, relief, action or proceeding based on a claim of a lack of adequate protection. (b) The First Lien Creditor will not raise any objection to a request by the Second Lien Creditors (and the Second Lien Creditors may make requests) for (i) adequate protection payments in the form of the Second Lien Creditors retaining a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority in relation to the extent expressly First Lien Creditor as existed prior to the commencement of the insolvency or liquidation proceedings as contemplated by clause (a) above, (ii) the Second Lien Creditor receiving a replacement Lien on post-petition assets with the same priority relative to the Liens securing First Lien Obligations as existed immediately prior to the commencement of the Insolvency proceeding, and (iii) a superpriority claim on the Non-Operated Properties Collateral or, provided that such claim is junior in Sections 6.1 all respects to the superpriority claims granted to the First Lien Creditor, collateral other than the Non-Operated Properties Collateral; provided that, (A) all such Liens, if granted, will be subordinate to all Liens securing the First Lien Obligations (including, without limitation, the first lien adequate protection liens and 6.3any “carve-out” agreed to by the First Lien Creditor) and any Liens securing DIP Financing, nothing but excluding any such Liens on the Non-Operated Properties Collateral) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated under this Agreement and (B) all such superpriority claims on collateral other than the Non-Operated Properties Collateral, if granted, are junior in all respects to the superpriority claims granted to the First Lien Creditor on account of any of the First Lien Obligations or granted with respect to the DIP Financing or use of cash collateral on the same basis as the other Liens securing the Second Lien Obligations are so subordinated under this Agreement and the Second Lien Creditors shall have irrevocably agreed that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims. Notwithstanding anything contained in this Agreement shall limit to the rights of contrary, if, in connection with any Insolvency Proceeding, (A) the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking First Lien Creditor seeks or requesting requests adequate protection with respect to their respective interests any collateral held by the First Lien Creditor (other than the Non-Operated Properties Collateral) in the applicable Collateral in any Insolvency Proceedingform of a Lien on additional collateral, including the Second Lien Agent may, for itself and on behalf of the other Second Lien Creditors, seek or request adequate protection in the form of a cash paymentLien on such additional collateral, periodic cash paymentswhich Lien will be subordinated to the Liens securing First Priority Obligations and DIP Financing Liens on the same basis as the other Liens securing Second Priority Obligations are subordinated to the Liens securing First Priority Obligations under this Agreement or (B) any Second Lien Creditor is granted adequate protection in the form of a Lien on additional collateral, cash payments the First Lien Creditor, be granted adequate protection in the form of interest, a Lien on such additional collateral that is senior to such Liens securing Second Lien Obligations as security for the First Lien Obligations. (c) Nothing in Section 5.3(a) or otherwise; provided that (aSection 5.3(b) in shall modify the event that the ABL Agent, on behalf of itself or any rights of the ABL Lenders, seeks or requests Second Lien Creditor as holder of the Liens on the Non-Operated Properties Collateral relating to adequate protection in respect of the ABL Obligations and thereof, it being understood that such adequate protection is granted matters are addressed in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL ObligationsNon-Operated Properties Intercreditor Agreement.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable The Second-Lien Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the ABL Lendersbenefits of the Second-Lien Credit Documents), agrees that none of them shall (i) oppose, object to or contest (or support any other person opposing, objecting to or contesting) (a) any request by the Term First-Lien Collateral Agent shall have or the right to seek First-Lien Creditors for adequate protection in any Insolvency or request a senior Lien on Liquidation Proceeding (or any granting of such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and request) or (b) in any objection by the event First-Lien Collateral Agent or the First-Lien Creditors to any motion, relief, action or proceeding based on the First-Lien Collateral Agent or the First-Lien Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect to the Second-Lien Obligations, except to the extent that the Term Agent, on behalf receipt by the Second-Lien Creditors of itself or any of the Term Lenders, seeks or requests 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 respect of any event, (A) any such adequate protection shall only be afforded to the Term Obligations Second-Lien Creditors if the First-Lien Creditors are satisfied with the adequate protection afforded to the First-Lien Creditors, and (B) any such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior replacement Lien on such collateral as security for the ABL Grantors’ assets, which Lien will be subordinated to the Liens securing the First-Lien Obligations and that any Lien Post-Petition Financing (and all Obligations relating thereto) on such collateral the same basis as the other Liens securing the Term Second-Lien Obligations shall be subordinate are so subordinated to the First-Lien on such collateral securing the ABL Obligations.Obligations under this Agreement,

Adequate Protection. Except (a) Each Second Lien Representative, on behalf of itself and the other Second Lien Secured Parties and each Third Lien Representative, on behalf of itself and the other Third Lien Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by a First Lien Representative or the First Lien Secured Parties for adequate protection or (ii) any objection by a First Lien Representative or any other First Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to a First Lien Representative or any other First Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding the foregoing, to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement any First Lien Secured Parties shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including have received adequate protection in the form of a cash payment, periodic cash payments, cash payments the payment of interest, fees, expenses or other amounts under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise, any other First Lien Secured Parties shall be entitled to seek adequate protection in a similar form. Notwithstanding anything contained in this Section and in Section 5.02, in any Insolvency Proceeding, (x) if the First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or otherwise; provided that (a) superpriority claims in the event that the ABL Agentconnection with any DIP Financing or use of cash collateral, then a Second Lien Representative, on behalf of itself or and any of the ABL LendersSecond Lien Secured Parties and a Third Lien Representative, on behalf of itself and any of the Third Lien Secured Parties, may seek or accept adequate protection solely in the form of (A) a replacement Lien on such additional collateral, subordinated to the Liens securing the First Lien Obligations and such DIP Financing on the same basis as the other Liens securing the Second Lien Obligations or the Third Lien Obligations, as applicable, are so subordinated to the First Lien Obligations under this Agreement and (B) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Secured Parties, and (y) in the event a Second Lien Representative, on behalf of itself and the Second Lien Secured Parties or a Third Lien Representative, on behalf of itself and the Third Lien Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateralcollateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior such Second Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term AgentRepresentative, on behalf of itself or any of the Term LendersSecond Lien Secured Parties or such Third Lien Representative, on behalf of itself or any of the Third Lien Secured Parties, agrees that the First Lien Representatives shall also be granted a senior Lien on such additional collateral as security for the First Lien Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations and the Third Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and 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 and the Third Lien Obligations are subordinated to such First Lien Obligations under this Agreement. Notwithstanding any of the foregoing, if the First Lien Secured Parties (or any subset thereof) are granted adequate protection in respect of the Other Collateral in the form of Post-Petition Interest, then a Second Lien Representative in respect of such Other Collateral, on behalf of itself and any of the Second Lien Secured Parties, may seek or accept adequate protection in the form of Post-Petition Interest in respect of the Second Lien Obligations secured by such Other Collateral. (b) To the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, each Third Lien Representative, on behalf of itself and the other Third Lien Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by a Second Lien Representative or the Second Lien Secured Parties for adequate protection or (ii) any objection by a Second Lien Representative or any other Second Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to a Second Lien Representative or any other Second Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in Section 5.02, in any Insolvency Proceeding, (x) if the Second Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral, then a Third Lien Representative, on behalf of itself and any of the Third Lien Secured Parties, may seek or accept adequate protection solely in the form of (A) a replacement Lien on such additional collateral, subordinated to the Liens securing the Second Lien Obligations and such DIP Financing on the same basis as the other Liens securing the Third Lien Obligations are so subordinated to the Second Lien Obligations under this Agreement and (B) superpriority claims junior in all respects to the superpriority claims granted to the Second Lien Secured Parties, and (y) in the event a Third Lien Representative, on behalf of itself and the Third Lien Secured Parties, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateralcollateral, then the Term Agentsuch Third Lien Representative, on behalf of itself and each or any of the Term LendersThird Lien Secured Parties, agrees that the ABL Agent Second Lien Representatives shall have the right to seek or request also be granted a senior Lien on such additional collateral as security for the ABL Second Lien Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Term Third Lien Obligations shall be subordinate subordinated to the Lien Liens on such collateral securing the ABL ObligationsSecond Lien Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the Second Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Third Lien Obligations are subordinated to such Second Lien Obligations under this Agreement.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Second Lien Agent, on behalf of itself and each of the ABL Lendersother Second Lien Secured Parties, agrees that the Term none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by First Lien Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests other First Lien Secured Parties for adequate protection in respect or any adequate protection provided to First Lien Agent or other First Lien Secured Parties or (i) any objection by First Lien Agent or any of the Term Obligations and such other First Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection is granted in or (i) the form payment of additional collateral comprising assets interest, fees, expenses or other amounts to First Lien Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the type Bankruptcy Code or under any comparable provision of assets that constitute ABL Priority Collateral, then the Term any other Bankruptcy Law. (b) Second Lien Agent, on behalf of itself and each of the Term Lendersother Second Lien Secured Parties, agrees that the ABL Agent none of them shall have the right to seek or request a senior accept adequate protection without the prior written consent of First Lien Agent; except, that, Second Lien Agent, for itself or on such behalf of the other Second Lien Secured Parties, shall be permitted (i) to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral (including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding), or additional or replacement collateral to secure the Second Lien Debt, in connection with any DIP Financing or use of cash collateral as security provided for in Section 7.2 above, or in connection with any such adequate protection obtained by First Lien Agent and the ABL Obligations other First Lien Secured Parties, as long as in each case, First Lien Agent is also granted such additional or replacement Liens or additional or replacement collateral and that any such Liens of Second Lien on Agent or such collateral other Second Lien Secured Party are subordinated to the Liens securing the Term Obligations shall be subordinate First Lien Debt to the same extent as the Liens of Second Lien Agent and such other Second Lien Secured Parties on such collateral securing the ABL ObligationsCollateral are subordinated to the Liens of First Lien Agent and the other First Lien Secured Parties hereunder and (i) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to First Lien Agent.

Adequate Protection. Except to (a) Each Agent, for itself and on behalf of its Related Secured Parties, agrees that none of them shall contest, or join or otherwise support any other Person contesting, (i) any request by the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights Agent or any other Secured Party of the ABL other Class for adequate protection in any form with respect to its Senior Liens on any Collateral or (ii) any objection by the Agent and or any other Secured Party of the ABL Lendersother Class to any motion, relief, action or proceeding based on the one hand, and the Term Agent and the Term Lenders, on or such other Secured Party of the other hand, from seeking or requesting Class claiming a lack of adequate protection with respect to their respective interests its Senior Liens on any Collateral. (b) Notwithstanding paragraph (a) of this Section, in any Insolvency or Liquidation Proceeding: (i) if the Agent or any other Secured Party of any Class is granted adequate protection in the form of an additional Lien on Collateral of a type that would constitute Senior Priority Collateral of the Agent and other Secured Parties of such Class, then (A) the Agent of the other Class, for itself and on behalf of its Related Secured Parties, may seek or request adequate protection in the form of a Lien on such Collateral, which Lien will be junior and subordinate to the Liens thereon securing and granted as adequate protection for the Senior Obligations and to any Liens provided in connection with any DIP Financing in the manner set forth in Section 6.01 hereof on the same basis as the other Liens on Collateral securing the Junior Obligations are so junior and subordinate to the Liens on such Collateral securing the Senior Obligations under this Agreement and (B) subject to clause (ii) below, the Agent of such first Class, for itself and on behalf of its Related Secured Parties, agrees that none of them shall contest, or join or otherwise support any other Person contesting, (1) any request by the Agent of such other Class, for itself or on behalf of its Related Secured Parties, for adequate protection pursuant to the preceding clause (A) or (2) any motion, relief, action or proceeding in support of a request for adequate protection pursuant to the preceding clause (A); and (ii) if any Agent or any other Secured Party of any Class is granted adequate protection in the form of additional collateral of a type that would constitute Junior Priority Collateral of the Agent and other Secured Parties of such Class, then the Agent of such Class, for itself and on behalf of its Related Secured Parties, agrees that the Agent of the other Class shall be entitled to be granted adequate protection in the form of a Lien on such additional collateral for the Obligations of such other Class and that any Lien on such additional collateral securing or granted as adequate protection for the Junior Obligations shall be junior and subordinate to the Lien on such collateral securing the Senior Obligations (and to any Liens provided in connection with any DIP Financing in the manner set forth in Section 6.01 hereof) and to any other Liens granted to the Senior Secured Parties as adequate protection of its interest in such Senior Collateral on the same basis as the other Liens on Collateral securing the Junior Obligations are so junior and subordinate to the Liens on such Collateral securing the Senior Obligations under this Agreement; provided that, to the extent the Agent of such other Class is not granted such adequate protection in the applicable form, any such additional collateral and any amounts recovered by or distributed to the Agent or any other Secured Party of such first Class pursuant to or as a result of any Lien on such additional collateral granted to or for the benefit of the Agent or any Secured Party of such first Class shall be subject to Section 4.02. (c) Except as expressly set forth in Sections 6.01 and 6.07 and in paragraphs (a) and (b) of this Section, nothing herein shall limit (i) the rights of the Agent of any Class, or any of its Related Secured Parties, to seek adequate protection with respect to its or their rights in the Collateral in any Insolvency Proceeding, or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that ) or (aii) in the event that right of the ABL AgentAgent of the other Class, on behalf of itself or any of the ABL Lendersits Related Secured Parties, seeks or requests to object to such request for adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligationsprotection.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL LendersSecured Parties, on the one hand, and the Term Agent First Lien Notes Agent, the First Lien Notes Secured Parties, and the Term LendersFuture Notes Indebtedness Secured Parties, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional or replacement collateral comprising assets of the type of assets that constitute Term First Lien Notes Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term First Lien Notes Agent shall have the right to seek or request a senior Lien on such collateral as security and adequate protection for the Term First Lien Notes Obligations and that any Lien on such collateral securing or providing adequate protection for the ABL Obligations shall be subordinate to the Lien on such collateral securing or providing adequate protection for the Term First Lien Notes Obligations and (b) in the event that either the Term First Lien Notes Agent, on behalf of itself itself, any of the First Lien Notes Secured Parties, or any of the Term LendersFuture Notes Indebtedness Secured Parties, seeks or requests adequate protection in respect of the Term First Lien Notes Obligations and such adequate protection is granted in the form of a Lien on additional or replacement collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then each of the Term First Lien Notes Agent, on behalf of itself itself, each of the First Lien Notes Secured Parties, and each of the Term LendersFuture Notes Indebtedness Secured Parties, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security and adequate protection for the ABL Obligations and that any Lien on such collateral securing or providing adequate protection for the Term First Lien Notes Obligations shall be subordinate to the Lien on such collateral securing or providing adequate protection for the ABL Obligations.

Adequate Protection. Except All adequate protection granted to the extent expressly provided Agents in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection any proceeding under any Debtor Relief Laws with respect to their respective interests in a Credit Party, including all Liens granted to the applicable Collateral Agent in any Insolvency Proceedingsuch proceeding as adequate protection, including adequate protection are intended to be for the benefit of all Secured Parties and shall be subject to Section 5.18, subject to any court order affecting the rights and interests of the parties hereto not in conflict with the form of a cash paymentterms hereof. Without limiting the foregoing, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL FILO Administrative Agent, on behalf of itself or any of the ABL LendersFILO Credit Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security adequate protection for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) FILO Credit Loans solely in the event form of payment of interest at the then applicable interest rate for the FILO Credit Loans and reimbursement of reasonable expenses of the FILO Administrative Agent; provided, however, that the Term Administrative Agent, on behalf of itself the Revolving Credit Secured Parties, may contest (or support any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and other Person contesting) any request by any FILO Credit Secured Parties for such adequate protection is granted in the form from proceeds of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and Collateral unless each of the Term Lendersfollowing conditions is satisfied: (i) such payments are approved by a final order of the applicable U.S. Bankruptcy Court (or other court of competent jurisdiction) approving a Post-Petition Financing consented to by the Administrative Agent, agrees that (ii) the ABL Administrative Agent shall have and the right other Secured Parties (other than the FILO Credit Secured Parties) are also receiving adequate protection payments covering their interest, fees and expenses, (iii) the amount of all such payments is added to seek or request a senior Lien on such collateral as security for the ABL Maximum Revolving Insolvency Amount, and (iv) the FILO Credit Secured Parties agree to pay over an amount not to exceed the payments so received if the Revolving Credit Obligations and that any Lien on all obligations under such collateral securing the Term Obligations shall be subordinate to the Lien on Post-Petition Financing are not Paid in Full in such collateral securing the ABL ObligationsProceeding.

Adequate Protection. Except Each FLSO Secured Party shall be deemed to have agreed that the extent expressly provided in Sections 6.1 Applicable Collateral Agent shall be entitled to seek or request (and 6.3, nothing in this Agreement shall limit to have waived any right to object to or otherwise oppose the rights of the ABL Agent and the ABL Lenders, on the one handApplicable Collateral Agent’s seeking or requesting), and the Term Applicable Collateral Agent and (upon the Term Lendersdirection of the Controlling Secured Party) shall seek or request, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceedingor Liquidation Proceeding of the interest of the Loan Agreement Secured Parties in the Shared Collateral, including regardless of the form of any such adequate protection. If any such adequate protection shall be in the form of cash payments, such cash payment shall be deemed to be distributed and may be applied as if such cash payments were distributed pursuant to Section 2.01(a). If any such adequate protection is in the form of additional Liens on Shared Collateral, such Liens shall be of the same priority as set forth in Section 2.01(c), but subject to Section 2.01(a). Where the Controlling Secured Party has directed the Applicable Collateral Agent to seek adequate protection on behalf of the Loan Agreement Secured Parties, and only in such instance, FLSO Secured Parties may seek adequate protection, it being understood that, if granted, such adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (ashall be subject to Section 2.01(a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets Liens shall be of the type same priority as set forth in Section 2.01(c), but subject to Section 2.01(a). If, notwithstanding any provision of assets that constitute Term Priority Collateralthis Agreement to the contrary, then the ABL Agentany Additional First Lien Secured Parties should be granted, on behalf for any reason whatsoever, in any Insolvency or Liquidation Proceeding any form of itself and each adequate protection, any such adequate protection consisting of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations cash payments shall be subordinate deemed to constitute Shared Collateral and shall be distributed and applied as if distributed pursuant to Section 2.01(a) until the Lien on such collateral securing the Term Obligations and (b) in the event that the Term AgentDischarge of Loan Agreement Obligations, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Liens shall be deemed to be granted on Shared Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right subject to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL ObligationsSection 2.01(a).

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL LendersSecured Parties, on the one hand, and the Term Agent and the Term LendersSecured Parties, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term LendersSecured Parties, seeks or requests adequate protection in respect of the Term Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Agent, on behalf of itself and each of the Term LendersSecured Parties, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations The Note and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL AgentSpecified Hedge Representative, on behalf of itself and each of the ABL Lendersother Note and Specified Hedge Secured Parties, agrees that the Term Agent shall have the right that, prior to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations Discharge Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.4(b), none of them shall be subordinate object, contest, or support any other Person objecting to or contesting, (i) any request by the ABL Representative or the other ABL Secured Parties for adequate protection of its interest in the Collateral or any adequate protection provided to the Lien on such collateral securing ABL Representative or the Term Obligations and other ABL Secured Parties or (bii) in any objection by the event that the Term Agent, on behalf of itself ABL Representative or any other ABL Secured Parties to any motion, relief, action or proceeding based on a claim of the Term Lenders, seeks or requests a lack of adequate protection in respect the Collateral or (iii) the periodic payment of amounts equal to interest, fees, expenses or other amounts provided to the Term Obligations and such ABL Representative or any other ABL Secured Party as adequate protection is granted of its interest in the form of additional collateral comprising assets of Collateral; provided that any action described in the type of assets that constitute ABL Priority Collateral, then the Term Agentforegoing clauses (i) and (ii) does not violate Section 5.2. The Note and Specified Hedge Representative, on behalf of itself and each the other Note and Specified Hedge Secured Parties, further agrees that, prior to the ABL Obligations Discharge Date, none of them shall support any other Person asserting or enforcing any claim under Section 506(c) of the Term Lenders, agrees Bankruptcy Code or otherwise that is senior to or on a parity with the ABL Agent shall have Liens for costs or expenses of preserving or disposing of any ABL Collateral. Notwithstanding anything to the right contrary set forth in this Section and in Section 5.2(a)(i)(y), but subject to all other provisions of this Agreement (including Section 5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral, and the ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Note and Specified Hedge Representative, on behalf of itself and any of the Note and Specified Hedge Secured Parties, may, as adequate protection of their interests in the ABL Collateral, seek or request accept (and the ABL Representative and the ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a senior replacement Lien on such collateral as security for the same additional collateral, subordinated to the Liens securing the ABL Obligations and that any Lien such ABL DIP Financing on such collateral securing the Term Obligations shall be subordinate same basis as the other Note and Specified Hedge Liens on the ABL Collateral are so subordinated to the Lien on such collateral securing ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the ABL ObligationsSecured Parties; provided, however, that the Note and Specified Hedge Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Note and Specified Hedge Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent Loan/Notes Agents, the First Lien Term Lenders, the First Lien Notes Secured Parties, and the Future Term LendersLoan/Notes Indebtedness Secured Parties, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Loan/Notes Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Lenders, agrees that the each Term Loan/Notes Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Loan/Notes Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Loan/Notes Obligations and (b) in the event that either the First Lien Term Agent, on behalf of itself or any of the First Lien Term Lenders, or the First Lien Notes Agent, on behalf of itself, any of the First Lien Notes Secured Parties, or any of the Future Term Loan/Notes Indebtedness Secured Parties, seeks or requests adequate protection in respect of the Term Loan/Notes Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then each of the First Lien Term Agent, on behalf of itself and each of the First Lien Term Lenders, and the First Lien Notes Agent, on behalf of itself, each of the First Lien Notes Secured Parties, and each of the Future Term Loan/Notes Indebtedness Secured Parties, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Loan/Notes Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations.

Adequate Protection. Except to the extent expressly provided in Sections Section 6.1 and 6.3this Section 6.10, nothing in this Agreement shall limit the rights of (x) the ABL Agent and the ABL LendersSecured Parties, on (y) the one hand, and the Term [Cash Flow] Agent and the Term Lenders[Cash Flow] Secured Parties, on the other handor (z) any Additional Agent and any Additional Secured Parties, respectively, from seeking or requesting adequate protection with respect to their respective interests in the applicable Priority Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that that: (a) in the event that the ABL Agent, on behalf of itself or any of the ABL LendersSecured Parties, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Term Non-ABL Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL LendersSecured Parties, agrees that the Term [Cash Flow] Agent shall have the right to may also seek or request and obtain a senior Lien on such collateral as security for the Term [Cash Flow] Obligations and that any Lien such Liens on such collateral securing the ABL Obligations and the [Cash Flow] Obligations shall be subordinate subject to the Lien on such collateral securing the Term Obligations and terms of this Agreement; (b) in the event that the Term ABL Agent, on behalf of itself or any of the Term LendersABL Secured Parties, seeks or requests adequate protection in respect of the Term ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Non-ABL Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL Secured Parties, agrees that any Additional [Cash Flow] Agent may seek and obtain a senior Lien on such collateral as security for the Additional [Cash Flow] Obligations and that any such Lien on such collateral securing the ABL Obligations and the Additional [Cash Flow] Obligations shall be subject to the terms of this Agreement (including as may be separately otherwise agreed in writing by and between such Additional [Cash Flow] Agent, on behalf of itself and the Additional [Cash Flow] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties); (c) in the event that the [Cash Flow] Agent, on behalf of itself or any of the [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term [Cash Flow] Agent, on behalf of itself and each of the Term Lenders[Cash Flow] Secured Parties, agrees that the ABL Agent shall have the right to may seek or request and obtain a senior Lien on such collateral as security for the ABL Obligations and that any such Lien on such collateral securing the Term [Cash Flow] Obligations and the ABL Obligations shall be subordinate subject to the terms of this Agreement; (d) in the event that the [Cash Flow] Agent, on behalf of itself or any of the [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the [Cash Flow] Agent, on behalf of itself and each of the [Cash Flow] Secured Parties, agrees that any Additional ABL Agent may seek and obtain a senior Lien on such collateral as security for the Additional ABL Obligations and that any such Lien on such collateral securing the [Cash Flow] Obligations and the Additional ABL ObligationsObligations shall be subject to the terms of this Agreement; (e) in the event that any Additional [Cash Flow] Agent, on behalf of itself or any Additional [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the Additional [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional [Cash Flow] Agent, on behalf of itself and any Additional [Cash Flow] Secured Parties represented thereby, agrees that the ABL Agent may seek and obtain a senior Lien on such collateral as security for the ABL Obligations and that any such Lien on such collateral securing the Additional [Cash Flow] Obligations and the ABL Obligations shall be subject to the terms of this Agreement; (f) in the event that any Additional [Cash Flow] Agent, on behalf of itself or any Additional [Cash Flow] Secured Parties, seeks or requests adequate protection in respect of the Additional [Cash Flow] Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then such Additional [Cash Flow] Agent, on behalf of itself and any Additional [Cash Flow] Secured Party represented thereby, agrees that any Additional ABL Agent may seek and obtain a senior Lien on such collateral as security for the Additional ABL Obligations and that any such Lien on such collateral securing the Additional [Cash Flow] Obligations and the Additional ABL Obligations shall be subject to the terms of this Agreement; (g) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Non-ABL Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that the [Cash Flow] Agent may seek and obtain a senior Lien on such collateral as security for the [Cash Flow] Obligations and that any such Lien on such collateral securing the Additional ABL Obligations and the [Cash Flow] Obligations shall be subject to the terms of this Agreement; and (h) in the event that any Additional ABL Agent, on behalf of itself or any Additional ABL Secured Party, seeks or requests adequate protection in respect of the Additional ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute Non-ABL Priority Collateral, then such Additional ABL Agent, on behalf of itself and any Additional ABL Secured Party represented thereby, agrees that any Additional [Cash Flow] Agent may seek and obtain a senior Lien on such collateral as security for the Additional [Cash Flow] Obligations and that any such Lien on such collateral securing the Additional ABL Obligations and the Additional [Cash Flow] Obligations shall be subject to the terms of this Agreement (including as may be separately otherwise agreed in writing by and between such Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and such Additional [Cash Flow] Agent, on behalf of itself and the Additional [Cash Flow] Secured Parties represented thereby).

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL The Collateral Agent, on behalf of itself and each of the ABL Lendersother Noteholder Secured Parties, agrees that the Term Agent none of them shall have the right object, contest, or support any other Person objecting to seek or contesting, (i) any request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing by the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself Agent or any of the Term Lenders, seeks or requests other ABL Secured Parties for adequate protection in respect of the Term Obligations and such First Priority Debt or any adequate protection is granted in provided to the form of additional collateral comprising assets ABL Agent or other ABL Secured Parties with respect to the First Priority Debt or (ii) any objection by the ABL Agent or any of the type other ABL Secured Parties to any motion, relief, action or proceeding based on a claim of assets that constitute a lack of adequate protection for the First Priority Debt or (iii) the payment of interest, fees, expenses or other amounts to the ABL Agent or any other ABL Secured Party with respect to the First Priority Collateral, then Debt under Section 506(b) or 506(c) of the Term Bankruptcy Code or otherwise. (b) The Collateral Agent, on behalf of itself and each of the Term Lendersother Noteholder Secured Parties, agrees that none of them shall seek or accept adequate protection with respect to the Noteholder Debt secured by Liens on the ABL Collateral without the prior written consent of the ABL Agent; except, that, the Collateral Agent, for itself or on behalf of the other Noteholder Secured Parties, or the Noteholder Secured Parties shall be permitted (i) to obtain adequate protection in the form of the benefit of additional or replacement Liens on the ABL Collateral (including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding), or additional or replacement ABL Collateral to secure the Noteholder Debt, in connection with any DIP Financing or use of cash collateral as provided for in Section 6.2 above, or in connection with any such adequate protection obtained by ABL Agent and the other ABL Secured Parties, as long as in each case, the ABL Agent shall have the right to seek is also granted such additional or request a senior Lien on replacement Liens or additional or replacement ABL Collateral and such collateral as security for the ABL Obligations and that Liens of Collateral Agent or any Lien on such collateral securing the Term Obligations shall be subordinate other Noteholder Secured Party are subordinated to the Lien on such collateral Liens securing the ABL ObligationsDebt to the same extent as the Liens of Collateral Agent and the other Noteholder Secured Parties on the ABL Collateral are subordinated to the Liens of the ABL Agent and the other ABL Secured Parties hereunder and (ii) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to the ABL Agent.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute The Term Priority Collateral, then the ABL AgentLoan Representative, on behalf of itself and each of the ABL Lendersother Term Loan Secured Parties, agrees that the Term Agent shall have the right that, prior to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations Payment Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.8(b), none of them shall be subordinate object, contest, or support any other Person objecting to or contesting, (i) any request by the ABL Representative or the other ABL Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the Lien on such collateral securing ABL Representative or the Term Obligations and other ABL Secured Parties or (bii) in any objection by the event that the Term Agent, on behalf of itself ABL Representative or any other ABL Secured Parties to any motion, relief, action or proceeding based on a claim of the Term Lenders, seeks or requests a lack of adequate protection in respect the Common Collateral or (iii) the payment of interest, fees, expenses or other amounts to the ABL Representative or any other ABL Secured Party under Section 506(b) of the Term Obligations and such adequate protection is granted Bankruptcy Code or otherwise; provided that any action described in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then the foregoing clauses (i) and (ii) does not violate Section 5.2 hereof. The Term AgentLoan Representative, on behalf of itself and each the other Term Loan Secured Parties, further agrees that, prior to the ABL Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the ABL Liens for costs or expenses of preserving or disposing of any ABL Priority Collateral. Subject to all other provisions of this Agreement, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Priority Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral, and the ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Term Loan Representative, on behalf of itself and any of the Term LendersLoan Secured Parties, agrees that may, as adequate protection of their interests in the ABL Agent shall have the right to Priority Collateral, seek or request accept (and the ABL Representative and the ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a senior replacement Lien on such collateral as security for the same additional collateral, subordinated to the Liens securing the ABL Obligations and such ABL DIP Financing on the same basis as the other Term Loan Liens on the ABL Priority Collateral are so subordinated to the ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the ABL Secured Parties, provided, however, that the Term Loan Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Term Loan Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims. (b) The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that, prior to the Term Loan Obligations Payment Date, so long as the Term Loan Representative and the other Term Loan Secured Parties comply with Section 5.8(a), none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by the Term Loan Representative or the other Term Loan Secured Parties for adequate protection of its interest in the Common Collateral or any adequate protection provided to the Term Loan Representative or the other Term Loan Secured Parties or (ii) any objection by the Term Loan Representative or any other Term Loan Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection in the Common Collateral or (iii) the payment of interest, fees, expenses or other amounts to the Term Loan Representative or any other Term Loan Secured Party under Section 506(b) of the Bankruptcy Code or otherwise; provided that any action described in the foregoing clauses (i) and (ii) does not violate Section 5.2 hereof. The ABL Representative, on behalf of itself and the other ABL Secured Parties, further agrees that, prior to the Term Loan Obligations Payment Date, none of them shall assert or enforce any claim under Section 506(c) of the Bankruptcy Code or otherwise that is senior to or on a parity with the Term Loan Liens for costs or expenses of preserving or disposing of any Term Loan Priority Collateral. Subject to all other provisions of this Agreement, in any Insolvency Proceeding, if the Term Loan Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes Term Loan Priority Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any Term Loan DIP Financing or use of cash collateral, and the Term Loan Secured Parties do not object to the adequate protection being provided to them, then in connection with any such Term Loan DIP Financing or use of cash collateral the ABL Representative, on behalf of itself and any of the ABL Secured Parties, may, as adequate protection of their interests in the Term Loan Priority Collateral, seek or accept (and the Term Loan Representative and the Term Loan Secured Parties shall not object to) adequate protection consisting solely of (x) a replacement Lien on such collateral the same additional collateral, subordinated to the Liens securing the Term Loan Obligations shall be subordinate and such Term Loan DIP Financing on the same basis as the other ABL Liens on the Term Loan Priority Collateral are so subordinated to the Lien on such collateral securing Term Loan Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the Term Loan Secured Parties, provided, however, that the ABL ObligationsRepresentative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the ABL Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute Term Priority Collateral, then the ABL Second Lien Agent, on behalf of itself and each of the ABL Lendersother Second Lien Secured Parties, agrees that the Term none of them shall object, contest, or support any other Person objecting to or contesting, (i) any request by First Lien Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests other First Lien Secured Parties for adequate protection in respect or any adequate protection provided to First Lien Agent or other First Lien Secured Parties or (ii) any objection by First Lien Agent or any of the Term Obligations and such other First Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection is granted in or (iii) the form payment of additional collateral comprising assets interest, fees, expenses or other amounts to First Lien Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the type Bankruptcy Code or under any comparable provision of assets that constitute ABL Priority Collateral, then the Term any other Bankruptcy Law. (b) Second Lien Agent, on behalf of itself and each of the Term Lendersother Second Lien Secured Parties, agrees that the ABL Agent none of them shall have the right to seek or request a senior accept adequate protection without the prior written consent of First Lien Agent; except, that, Second Lien Agent, for itself or on such behalf of the other Second Lien Secured Parties, shall be permitted (i) to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral (including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding), or additional or replacement collateral to secure the Second Lien Debt, in connection with any DIP Financing or use of cash collateral as security provided for in Section 6.2 above, or in connection with any such adequate protection obtained by First Lien Agent and the ABL Obligations other First Lien Secured Parties, as long as in each case, First Lien Agent is also granted such additional or replacement Liens or additional or replacement collateral and that such Liens of Second Lien Agent or any other Second Lien on such collateral Secured Party are subordinated to the Liens securing the Term Obligations shall be subordinate First Lien Debt to the same extent as the Liens of Second Lien Agent and the other Second Lien Secured Parties on such collateral securing the ABL ObligationsCollateral are subordinated to the Liens of First Lien Agent and the other First Lien Secured Parties hereunder and (ii) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to First Lien Agent.

Adequate Protection. Except to (i) The Term Loan Claimholders agree that none of them shall contest (or support any other person contesting) (A) any request by the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit Revolving Facility Claimholders or the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Administrative Agent, acting on behalf of itself the Revolving Facility Claimholders, for adequate protection or (B) any objection by the Revolving Facility Claimholders to any motion, relief, action or proceeding based on the Revolving Facility Claimholders claiming a lack of adequate protection. In any Insolvency or Liquidation Proceeding, the ABL Term Loan Claimholders may not, without the express written consent of, or joinder by, the Required Lenders, seeks or requests independently seek adequate protection in respect of the ABL Obligations 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 comprising assets of the type of assets that constitute Term Priority Collateralcollateral, then the ABL Agent, on behalf Term Loan Claimholders agree that their rights in respect of itself and each of the ABL Lenders, agrees that the Term Agent shall have the right to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such additional collateral securing the ABL Term Loan Obligations shall be subordinate junior to the Lien on such collateral securing the Term Obligations and (b) in the event that the Term Agent, on behalf of itself or any of the Term Lenders, seeks or requests adequate protection rights in respect of such Liens securing the Revolving Facility Claims and any DIP Financing (and all obligations relating thereto) and to any other Liens granted to the Revolving Facility Claimholders (or the Administrative Agent or any other agent for the benefit of any or all of Revolving Facility Claimholders) as adequate protection, in each case on the same basis as set forth in Section 2.18(3) of the Agreement. (ii) Similarly, if the Revolving Facility Claimholders and the Term Obligations and such Loan Claimholders are granted adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute ABL Priority Collaterala superpriority claim, then the Term Agent, on behalf of itself and each Loan Claimholders agree that their interest in any such superpriority claim will be junior in all respects to interests of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior Lien on Revolving Facility Claimholders in such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligationssuperpriority claim.

Adequate Protection. Except to (a) Each Agent, for itself and on behalf of its Related Secured Parties, agrees that none of them shall contest, or join or otherwise support any other Person contesting, (i) any request by the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights Agent or any other Secured Party of the ABL other Class for adequate protection in any form with respect to its Senior Liens on any Collateral or (ii) any objection by the Agent and or any other Secured Party of the ABL Lendersother Class to any motion, relief, action or proceeding based on the one hand, and the Term Agent and the Term Lenders, on or such other Secured Party of the other hand, from seeking or requesting Class claiming a lack of adequate protection with respect to their respective interests in the applicable Collateral its Senior Liens on any Collateral. (b) Notwithstanding paragraph (a) of this Section, in any Insolvency or Liquidation Proceeding: (i) if the Agent or any other Secured Party of any Class is granted adequate protection in the form of an Lien on additional or replacement Collateral of a type that would constitute Senior Priority Collateral of the Agent and other Secured Parties of such Class, including then (A) the Agent of the other Class, for itself and on behalf of its Related Secured Parties, may seek or request adequate protection in the form of a cash paymentLien on such Collateral, periodic cash payments, cash payments of interest, additional collateral or otherwise; which Lien will be junior and subordinate to the Liens thereon securing and granted as adequate protection for the Senior Obligations and to any Liens provided that (a) in connection with any DIP Financing in the event that manner set forth in Section 6.01 hereof on the ABL Agentsame basis as the other Liens on such Collateral securing the Junior Obligations are so junior and subordinate to the Liens on such Collateral securing the Senior Obligations under this Agreement and (B) subject to clause (ii) below, the Agent of such first Class, for itself and on behalf of its Related Secured Parties, agrees that none of them shall contest, or join or otherwise support any other Person contesting, (1) any request by the Agent of such other Class, for itself or any on behalf of the ABL Lendersits Related Secured Parties, seeks or requests for adequate protection pursuant to the preceding clause (A) or (2) any motion, relief, action or proceeding in respect support of the ABL Obligations and such a request for adequate protection pursuant to the preceding clause (A); and (ii) if any Agent or any other Secured Party of any Class is granted adequate protection in the form of a Lien on additional or replacement collateral comprising assets of a type that would constitute Junior Priority Collateral of the type Agent and other Secured Parties of assets that constitute Term Priority Collateralsuch Class, then the ABL AgentAgent of such Class, for itself and on behalf of itself and each of the ABL Lendersits Related Secured Parties, agrees that the Term Agent of the other Class shall have be entitled to be granted adequate protection in the right to seek or request form of a senior Lien on such additional or replacement collateral as security for the Term Obligations of such other Class and that any Lien on such additional or replacement collateral securing or granted as adequate protection for the ABL Junior Obligations shall be junior and subordinate to the Lien on such collateral securing the Term Senior Obligations (and to any Liens provided in connection with any DIP Financing in the manner set forth in Section 6.01 hereof) and to any other Liens thereon granted to the Senior Secured Parties as adequate protection of its interest in such Senior Collateral on the same basis as the other Liens on such Collateral securing the Junior Obligations are so junior and subordinate to the Liens on such Collateral securing the Senior Obligations under this Agreement; provided that, to the extent the Agent of such other Class is not granted such adequate protection in the applicable form, any such additional collateral and any amounts recovered by or distributed to the Agent or any other Secured Party of such first Class pursuant to or as a result of any Lien on such additional or replacement collateral granted to or for the benefit of the Agent or any Secured Party of such first Class shall be subject to Section 4.02. (c) Except as expressly set forth in Sections 6.01 and 6.07 and in paragraphs (a) and (b) in of this Section, nothing herein shall limit (i) the event that rights of the Term AgentAgent of any Class, on behalf of itself or any of the Term Lendersits Related Secured Parties, seeks or requests to seek adequate protection with respect to its or their rights in respect of the Term Obligations and such Collateral in any Insolvency or Liquidation Proceeding (including adequate protection is granted in the form of additional collateral comprising assets a superpriority administrative claim or cash payments, periodic cash payments or otherwise for Post-Petition Amounts provided that such payments come from the Proceeds of such Class’s Senior Priority Collateral and not from the proceeds of such Class’ Junior Priority Collateral) or (ii) the right of the type Agent of assets that constitute ABL the other Class, or any of its Related Secured Parties to object to such request for adequate protection (other than any request for the payment of Post-Petition Amounts from the Proceeds of such other Class’s Senior Priority Collateral, then the Term Agent, on behalf of itself and each of the Term Lenders, agrees that the ABL Agent shall have the right to seek or request a senior Lien on such collateral as security for the ABL Obligations and that any Lien on such collateral securing the Term Obligations shall be subordinate to the Lien on such collateral securing the ABL Obligations).

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3, nothing in this Agreement shall limit the rights of the ABL Agent and the ABL Lenders, on the one hand, and the Term Agent and the Term Lenders, on the other hand, from seeking or requesting adequate protection with respect to their respective interests in the applicable Collateral in any Insolvency Proceeding, including adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided that (a) in the event that the ABL Agent, on behalf of itself or any of the ABL Lenders, seeks or requests adequate protection in respect of the ABL Obligations and such adequate protection is granted in the form of additional collateral comprising assets of the type of assets that constitute The Term Priority Collateral, then the ABL AgentLoan Representative, on behalf of itself and each of the ABL Lendersother Term Loan Secured Parties, agrees that the Term Agent shall have the right that, prior to seek or request a senior Lien on such collateral as security for the Term Obligations and that any Lien on such collateral securing the ABL Obligations Payment Date, so long as the ABL Representative and the other ABL Secured Parties comply with Section 5.4(b), none of them shall be subordinate object, contest, or support any other Person objecting to or contesting, (i) any request by the ABL Representative or the other ABL Secured Parties for adequate protection of its interest in the Collateral or any adequate protection provided to the Lien on such collateral securing ABL Representative or the Term Obligations and other ABL Secured Parties or (bii) in any objection by the event that the Term Agent, on behalf of itself ABL Representative or any other ABL Secured Parties to any motion, relief, action or proceeding based on a claim of the Term Lenders, seeks or requests a lack of adequate protection in respect the Collateral or (iii) the periodic payment of amounts equal to interest, fees, expenses or other amounts provided to the Term Obligations and such ABL Representative or any other ABL Secured Party as adequate protection is granted of its interest in the form of additional collateral comprising assets of Collateral; provided that any action described in the type of assets that constitute ABL Priority Collateral, then the foregoing clauses (i) and (ii) does not violate Section 5.2. The Term AgentLoan Representative, on behalf of itself and each the other Term Loan Secured Parties, further agrees that, prior to the ABL Obligations Payment Date, none of them shall support any other Person asserting or enforcing any claim under 506(c) of the Bankruptcy Code that is senior to or on a parity with the ABL Liens for costs or expenses of preserving or disposing of any ABL Collateral. Notwithstanding anything to the contrary set forth in this Section and in Section 5.2(a)(i)(y), but subject to all other provisions of this Agreement (including Section 5.2(a)(i)(x) and Section 5.3), in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral that constitutes ABL Collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any ABL DIP Financing or use of cash collateral, and the ABL Secured Parties do not object to the adequate protection being provided to them, then in connection with any such ABL DIP Financing or use of cash collateral the Term Loan Representative, on behalf of itself and any of the Term LendersLoan Secured Parties, agrees that may, as adequate protection of their interests in the ABL Agent shall have the right to Collateral, seek or request accept (and the ABL Representative and the ABL Secured Parties shall not object to) adequate protection consisting solely of (x) a senior replacement Lien on such collateral as security for the same additional collateral, subordinated to the Liens securing the ABL Obligations and such ABL DIP Financing on the same basis as the other Term Loan Liens on the ABL Collateral are so subordinated to the ABL Obligations under this Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the ABL Secured Parties, provided, however, that any Lien on such collateral securing the Term Obligations Loan Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Term Loan Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be subordinate paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the Lien on allowed amount of such collateral securing the ABL Obligationsclaims.

Adequate Protection. Except to the extent expressly provided in Sections 6.1 and 6.3(a) (i) The Term Loan Agent, nothing in this Agreement shall limit the rights on behalf of the ABL Agent itself and the ABL Lendersother Term Loan Secured Parties, agrees that none of them shall contest (or support any other Person contesting), in their capacities as secured creditors, any objection by the Revolving Loan Agent or the other Revolving Loan Secured Parties to any motion, relief, action or proceeding based on the one hand, and the Term Revolving Loan Agent and the Term Lenders, on or the other hand, from seeking or requesting Revolving Loan Secured Parties claiming a lack of adequate protection with respect to Liens on Revolving Loan Priority Collateral in a manner that does not contravene terms of this Agreement. (ii) The Revolving Loan Agent, on behalf of itself and the other Revolving Loan Secured Parties, agrees that none of them shall contest (or support any other Person contesting), in their respective interests capacities as secured creditors, any objection by the Term Loan Agent or the other Term Loan Secured Parties to any motion, relief, action or proceeding based on the Term Loan Agent or the other Term Loan Secured Parties claiming a lack of adequate protection with respect to Liens on Term Loan Priority Collateral in a manner that does not contravene terms of this Agreement. (b) Notwithstanding anything to the applicable Collateral contrary in Section 6.4(a), in any Insolvency Proceeding, including : (i) if any or all of the Revolving Loan Secured Parties are granted adequate protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral in connection with any use of Revolving Loan Cash Collateral or otherwise; a Revolving Loan DIP Financing and such additional collateral is provided by a U.S. Grantor and is of the type of asset or property that (a) in would constitute Revolving Loan Priority Collateral, then the event that the ABL Term Loan Agent, on behalf of itself or any of the ABL LendersTerm Loan Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Revolving Loan Debt and such use of Revolving Loan Cash Collateral or Revolving Loan DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Revolving Loan Priority Collateral securing the Term Loan Debt are so subordinated to the Liens on Revolving Loan Priority Collateral securing the Revolving Loan Debt under this Agreement; (ii) if any or all of the Term Loan Secured Parties are granted adequate protection in the form of additional collateral in connection with any use of Term Loan Cash Collateral or a Term Loan DIP Financing and such additional collateral is provided by a U.S. Grantor and is of the type of asset or property that would constitute Term Loan Priority Collateral, then the Revolving Loan Agent, on behalf of itself or any of the Revolving Loan Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Term Loan Debt and such use of Term Loan Cash Collateral or Term Loan DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Term Loan Priority Collateral securing the Revolving Loan Debt are so subordinated to the Liens on Term Loan Priority Collateral securing the Term Loan Debt under this Agreement; (iii) in the event the Revolving Loan Agent, on behalf of itself or any other Revolving Loan Secured Parties, seeks or requests adequate protection in respect of the ABL Obligations Revolving Loan Debt and such adequate protection is granted in the form of additional collateral comprising assets provided by a U.S. Grantor and is of the a type of assets asset or property that would constitute Term Loan Priority Collateral, then the ABL Revolving Loan Agent, on behalf of itself and each of the ABL Lendersother Revolving Loan Secured Parties, agrees that the Term Loan Agent shall have the right to seek or request also be granted a senior Lien on such additional collateral as security for the Term Obligations Loan Debt and for any use of Term Loan Cash Collateral or Term Loan DIP Financing and that any Lien on such additional collateral securing the ABL Obligations applicable Revolving Loan Debt shall be subordinate subordinated to the Lien on such collateral securing the Term Obligations Loan Debt and any such use of Term Loan Cash Collateral or Term Loan DIP Financing (band all obligations relating thereto) and to any other Liens granted to the Term Loan Secured Parties as adequate protection on the same basis as the other Liens on Term Loan Priority Collateral securing the Revolving Loan Debt are so subordinated to the Liens on Term Loan Priority Collateral securing the Term Loan Debt under this Agreement; and (iv) in the event that the Term Loan Agent, on behalf of itself or any of the other Term LendersLoan Secured Parties, seeks or requests adequate protection in respect of the Term Obligations Loan Debt and such adequate protection is granted in the form of additional collateral comprising assets provided by a U.S. Grantor and is of the a type of assets asset or property that would constitute ABL Revolving Loan Priority Collateral, then the Term Loan Agent, on behalf of itself and each of the other Term LendersLoan Secured Parties, agrees that the ABL Revolving Loan Agent shall have the right to seek or request also be granted a senior Lien on such additional collateral as security for the ABL Obligations Revolving Loan Debt and for any use of Revolving Loan Cash Collateral or Revolving Loan DIP Financing and that any Lien on such additional collateral securing the applicable Term Obligations Loan Debt shall be subordinate subordinated to the Lien on such collateral securing the ABL ObligationsRevolving Loan Debt and any such use of Revolving Loan Cash Collateral or Revolving Loan DIP Financing (and all obligations relating thereto) and to any other Liens granted to the Revolving Loan Secured Parties as adequate protection on the same basis as the other Liens on Revolving Loan Priority Collateral securing the Term Loan Debt are so subordinated to the Liens on Revolving Loan Priority Collateral securing the Revolving Loan Debt under this Agreement.