Common use of Bankruptcy Financing Clause in Contracts

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor shall become subject to a case under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender under Section 363 of the Bankruptcy Code, each of the Collateral Agent and the Investors agrees that no objection will be raised by it to any such financing on the grounds of a failure to provide "adequate protection" for its Liens so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Collateral Agent for the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the Bankruptcy Code, (iii) each of Foothill and the Collateral Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, and (iv) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by Section 3.10 hereof.

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor a Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing Lender desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to such Debtor under either Section 363 or Section 364 of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each Note Creditor agrees as follows: (a) adequate notice to Note Creditors shall have been provided for such financing or use of cash collateral if Note Trustee receives notice five (5) business days prior to the entry of the Collateral Agent order approving such financing or use of cash collateral and the Investors agrees that (b) no objection will be raised by it Note Creditors to any such financing or use of cash collateral on the grounds ground of a failure to provide "adequate protection" for its the junior Liens so long as of Note Trustee on the Collateral or any other grounds, provided (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Collateral Agent for the benefit of the Investors retains a Lien on the post-petition Collateral (including proceeds thereof arising after for the commencement benefit of such proceeding) Note Trustee with the same priority as existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code, (iii) each of Foothill and Code to the extent Collateral Agent for the benefit of the Investors receives may be entitled to such a replacement Lien on post-petition assets behalf of Note Trustee and Note Trustee is permitted to the same extent granted receive such payments of interest during such proceeding as adequate protection as it may have been entitled to the DIP Lender, with the same priority as existed prior to the commencement of the case hereunder and under the U.S. Bankruptcy Code, if 19 129 any and (ivii) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights principal amount of the Collateral Agent maximum commitments to object to provide such post-petition financing or use financing, when aggregated with the principal amount of cash collateral on any grounds other the loans outstanding under the Lender Agreements immediately prior to the commencement of such proceeding, would not exceed $45,000,000 and the percentage of the margin of the interest rate with respect to the Lender Debt after the commencement of such proceedings shall not be more than one (1%) percentage point per annum greater than the failure percentage of the margin as in effect immediately prior to provide "adequate protection" for its Liensthe commencement of such proceeding. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided given, in the manner prescribed by Section 3.10 5.5 hereof, to Note Trustee.

Bankruptcy Financing. If Kroll, (a) any other Borrower or any other Obligor shall become subject to a case proceeding under the U.S. United States Bankruptcy Code and if as debtor-in-possession moves for approval of financing (b) the Revolving Loan Agent or, subject to be provided in good faith by Foothill (the "DIP Lender") under Section 364 terms of the Bankruptcy Code or Senior Intercreditor Agreement, the Term Loan Agent desires to permit the use of cash collateral with the consent or to provide financing to such Borrower or such Obligor under either Section 363 or 364 of the DIP Lender under Section 363 of the United States Bankruptcy Code, each of the Collateral Agent agrees that: (i) adequate notice to the Indenture Parties shall have been provided for such use of cash collateral or such financing if the Collateral Agent receives notice five Business Days prior to the entry of the order approving such use of cash collateral or such financing; and the Investors agrees that (ii) no objection will be raised by it any Indenture Party to any such financing on the grounds ground of a failure to provide "“adequate protection" ” for its the Liens so long as (i) of the interest rateIndenture Parties on the Indenture Collateral or any other grounds with respect to the Indenture Collateral; provided, feeshowever, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and that the Collateral Agent Agent, for the benefit of the Investors Indenture Parties, retains a Lien on the post-petition Indenture Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as its Lien on the Indenture Collateral that existed prior to the commencement of the case proceeding under the United States Bankruptcy Code, (iii) each of Foothill and . Nothing in this Section 3.5 shall be deemed to prohibit any Indenture Party from providing financing to any Borrower or any Obligor in any proceeding under the United States Bankruptcy Code so long as any Lien on the Collateral Agent in favor of any Indenture Party with respect to such financing has the same priority as the Lien in favor of the Collateral Agent, for the benefit of the Investors receives a replacement Lien Indenture Parties, on post-petition assets to the same extent granted to the DIP Lender, with the same priority as Collateral that existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code, and (iv) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by Section 3.10 hereof.United

Bankruptcy Financing. (a) If Kroll, any other the Borrower or any other Obligor shall become subject to a case under the U.S. Bankruptcy Code and if as debtor-indebtor(s)-in-possession moves move for approval of financing to be provided in good faith by Foothill Revolving Loan Creditors (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each of the Collateral Agent and the Investors agrees Term Loan Creditors agree that no objection will be raised by it Term Loan Creditors to any such financing on the grounds of a failure to provide "adequate protection" for its the Liens of Term Loan Creditors so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Collateral Term Loan Agent for the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, (iii) each of Foothill and the Collateral Term Loan Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, (iv) the aggregate principal amount of loans and letter of credit accommodations outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition Revolving Loan Debt shall not exceed the Maximum Revolving Loan Debt, and (ivv) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by Section 3.10 hereof.

Bankruptcy Financing. If Kroll, (a) any other Borrower or any other Obligor shall become subject to a case proceeding under the U.S. United States Bankruptcy Code and if as debtor-in-possession moves for approval of financing (b) the Revolving Loan Agent desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to such Borrower or such Obligor under either Section 363 or 364 of the DIP Lender under Section 363 of the United States Bankruptcy Code, each Term Loan Lender agrees that: (i) adequate notice to the Term Loan Lenders shall have been provided for such use of cash collateral or such financing if the Term Loan Agent receives notice five Business Days prior to the entry of the Collateral Agent order approving such use of cash collateral or such financing; and the Investors agrees that (ii) no objection will be raised by it the Term Loan Agent or any Term Loan Lender to any such financing on the grounds ground of a failure to provide "“adequate protection" ” for its the Liens so long as (i) of the interest rateTerm Loan Agent, feesfor the benefit of itself or any Term Loan Lenders, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and on the Collateral Agent or any other grounds with respect to the Collateral, provided, that, the Term Loan Agent, for the benefit of the Investors Term Loan Lenders, retains a Lien on the post-petition Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as its Lien on the Collateral that existed prior to the commencement of the case proceeding under the United States Bankruptcy Code, (iii) each of Foothill and . Nothing in this Section 3.5 shall be deemed to prohibit any Term Loan Lender from providing financing to any Borrower or any Obligor in any proceeding under the United States Bankruptcy Code so long as any Lien on the Collateral Agent in favor of any Term Loan Lender with respect to such financing has the same priority as the Lien in favor of the Term Loan Agent, for the benefit of the Investors receives a replacement Lien Term Loan Lenders, on post-petition assets to the same extent granted to the DIP Lender, with the same priority as Collateral that existed prior to the commencement of the case proceeding under the U.S. United States Bankruptcy Code, and (iv) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this SectionSection 3.5, notice of a proposed financing or use of cash collateral or a proposed financing shall be deemed given when provided given to the Term Loan Agent in the manner prescribed by Section 3.10 hereof3.6.

Bankruptcy Financing. (a) If Kroll, any other Borrower or any other Obligor shall become subject to a case under the U.S. Bankruptcy Code and if as debtor-indebtor(s)-in-possession moves move for approval of financing to be provided in good faith by Foothill any Lender (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each of the Collateral Agent and the Investors agrees other Lenders agree that no objection will be raised by it such Persons to any such financing on the grounds of a failure to provide "adequate protection" for its the Liens of such Persons so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Collateral Agent for the benefit of the Investors retains such Persons retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy CodeCode (for example, if the Working Capital Lenders are the DIP Lender, such DIP Lender's Lien on the Guggenheim Priority Collateral shall not prime Guggenheim's Lien thereon without Guggenheim's consent), (iii) each of Foothill and the Collateral Agent for the benefit of the Investors receives a such Persons receive replacement Lien Liens on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, and (iv) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by Section 3.10 hereof.

Bankruptcy Financing. (a) If Kroll, any other Borrower or any other Obligor shall become subject to any Insolvency Proceeding, to include a case under the U.S. Bankruptcy Code and if as debtor-indebtor(s)-in-possession moves move for approval of financing to be provided in good faith by Foothill GMAC Facility Agent and/or any of the GMAC Facility Lenders (collectively, the "“DIP Lender"”) under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each Note Agent, on behalf of the Collateral Agent and the Investors Noteholders, agrees that no objection will be raised by it Noteholders to any such financing on the grounds of a failure to provide "“adequate protection" ” for its the Liens of Note Agent so long as (iA) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (iiB) each of Foothill and the Collateral Note Agent for the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, (iii) each which for avoidance of Foothill and doubt is a subordinate Lien to the Collateral Agent for the benefit Lien of the Investors GMAC Facility Agent in the Working Capital Collateral securing the GMAC Facility Debt, including any debtor-in-possession financing which complies with this Section 4.5, (C) Note Agent receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, which for avoidance of doubt is a subordinate Lien to the Lien of the GMAC Facility Agent in the Working Capital Collateral securing the GMAC Facility Debt, including any debtor-in-possession financing which complies with this Section 4.5, (D) neither the GMAC Facility Agent or any Lender (including the DIP Lender) shall receive any Liens (including replacement Liens) on any post-petition assets constituting Note Collateral (including proceeds of any assets constituting Note Collateral arising after the commencement of the proceeding in connection with such Insolvency or Liquidation Proceedings) unless such Liens are subordinated to the Liens (including replacement Liens) of the Agent with the same priority as existed prior to the commencement of the proceeding in connection with such Insolvency or Liquidation Proceedings pursuant to the terms of this Intercreditor Agreement, (E) the aggregate principal amount of loans and letter of credit accommodations outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition GMAC Facility Debt shall not exceed the Maximum GMAC Facility Debt, and (ivF) as between the GMAC Facility Agent and the GMAC Facility Lenders, on the one hand, and the Note Agent and the Noteholders, on the other hand, such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by Section 3.10 hereof.

Bankruptcy Financing. (a) If Kroll, any other Borrower or any other Obligor shall become subject to a case under the U.S. Bankruptcy Code and if as a debtor-in-possession possession, such Obligor moves for approval of financing to be provided in good faith by Foothill Working Capital Agent (the "DIP Lender") under Section 364 of the Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender under Section 363 of the Bankruptcy CodeCode or any similar provisions under applicable law, each of the Collateral Term Loan Agent and the Investors agrees that no objection will be raised by it Term Loan Agent or Term Loan Lenders to any such financing on the grounds of a failure to provide "adequate protection" for its the Liens of Term Loan Agent so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Collateral Term Loan Agent for the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the Bankruptcy Code, (iii) each of Foothill and the Collateral Term Loan Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority relative to the Lien of the DIP Lender as existed the priority of the Term Loan Agent's Lien on the Collateral relative to the Working Capital Agent's Lien prior to the commencement of the case under the U.S. Bankruptcy Code, (iv) the aggregate principal amount of loans and letter of credit accommodations outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition Working Capital Debt shall not exceed the Maximum W/C Debt, and (ivv) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by including without limitation Section 3.10 2.13 hereof.

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing Revolving Loan Agent desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to Debtors under either Section 363 or Section 364 of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each Noteholder Collateral Agent, Noteholders and Third Priority Collateral Agent and Third Priority Noteholders agree as follows: (a) adequate notice shall have been provided for such financing or use of the cash collateral if Noteholder Collateral Agent and the Investors agrees that Third Priority Collateral Agent receive notice three (3) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by it Noteholder Collateral Agent or the Third Priority Collateral Agent to any such financing on the grounds ground of a failure to provide "“adequate protection" ” for its the Liens so long as of Noteholder Collateral Agent and the Liens of the Third Priority Collateral Agent or any other grounds, provided, that, (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Noteholder Collateral Agent for the benefit of the Investors retains and Third Priority retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtain a replacement Lien on post-petition Collateral to the same extent and with the same priority as existed prior to the commencement of the case under the Bankruptcy Code, (iii) each of Foothill and the Collateral Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code, and (ivii) the maximum amount outstanding under such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use financing, together with the aggregate principal amount of cash collateral on any grounds other than the failure to provide "adequate protection" for its Lienspre-petition Revolving Loan Debt, shall not exceed the Revolving Loan Priority Amount. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided given, in the manner prescribed by Section 3.10 4.6 hereof, to Noteholder Collateral Agent and Third Priority Collateral Agent.

Bankruptcy Financing. (a) If Kroll, any other the Borrower or any other Obligor shall become subject to a case under the U.S. Bankruptcy Code and if as debtor-indebtor(s)-in-possession moves move for approval of financing to be provided in good faith by Foothill Senior Lien Creditors (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each of the Collateral Agent and the Investors agrees Revolving B Loan Creditors agree that no objection will be raised by it Revolving B Loan Creditors to any such financing on the grounds of a failure to provide "adequate protection" for its the Liens of Revolving B Loan Creditors so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Collateral Revolving B Loan Agent for the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, (iii) each of Foothill and the Collateral Revolving B Loan Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, (iv) the aggregate principal amount of loans and letter of credit accommodations outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition Senior Lien Debt shall not exceed the Maximum Senior Lien Debt, and (ivv) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by Section 3.10 hereof.

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing any Revolving Loan Lender desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to such Debtor under either Section 363 or Section 364 of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each Term Loan Lender agrees as follows: (a) adequate notice to such Term Loan Lender shall have been provided for such financing or use of cash collateral if Term Loan Collateral Agent receives notice to the extent required under the applicable Bankruptcy Rules prior to the entry of the Collateral Agent order approving such financing or use of cash collateral and the Investors agrees that (b) no objection will be raised by it such Term Loan Lender to any such financing or use of cash collateral on the grounds ground of a failure to provide "adequate protection" for its Term Loan Collateral Agent's junior Liens or Term Loan Lessor's Liens on the Collateral or any other grounds, so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Term Loan Collateral Agent for the benefit of the Investors retains and Term Loan Lessors retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, (iii) each to the extent of Foothill and the secured claim of Term Loan Collateral Agent for the benefit of the Investors receives and Term Loan Lessors against such Debtor in any such proceeding Term Loan Collateral Agent and Term Loan Lessors receive a replacement Lien on the same post-petition assets of such Debtor as are subject to the same extent granted to the DIP Lender, post-petition Lien of Revolving Loan Agent and with the same priority as existed with respect to such types of assets prior to the commencement of the case under the U.S. Bankruptcy Code, and (iv) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. Nothing contained herein shall be deemed to limit , and (v) the rights aggregate principal amount of the Collateral Agent to object to post-petition financing or use Revolving Loan Debt arising before and after the commencement of cash collateral the case under the U.S. Bankruptcy Code shall not exceed the limits on any grounds other than the failure to provide "adequate protection" for its Liensamount of the Revolving Loan Debt set forth in the definition thereof. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided given, in the manner prescribed by Section 3.10 5.6 hereof, to Term Loan Collateral Agent.

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor Debtor shall become subject to a case under the U.S. Bankruptcy Code an Insolvency Proceeding and if as debtor-in-possession moves for approval of financing Revolving Loan Agent and any Revolving Loan Lender desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to such Debtor under either Section 363 or Section 364 of the DIP Lender under Section 363 U.S. Bankruptcy Code or other applicable statute, Supplemental Loan Agent and Supplemental Loan Lenders agree as follows: (A) adequate notice to Supplemental Loan Agent and Supplemental Loan Lenders shall have been provided for such financing or use of cash collateral if Supplemental Loan Agent receives notice two (2) business days prior to the entry of the Bankruptcy Code, each order approving such financing or use of the Collateral Agent cash collateral and the Investors agrees that (B) no objection will be raised by it Supplemental Loan Agent or any Supplemental Loan Lender to any such financing or use of cash collateral on the grounds ground of a failure to provide "“adequate protection" ” for its the Liens of Supplemental Loan Agent or any other grounds, so long as (i1) the interest rate, fees, borrowing base advance rates, lending sublimits and limits limits, unused line fee, the letter of credit fee, and other terms are commercially reasonable under the circumstancescircumstances and, (ii) each other than with respect to any rate of Foothill and interest which may be imposed by Revolving Loan Agent or Revolving Loan Lenders after a default under the Collateral Agent for Revolving Loan Agreement, no greater than as in the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after Revolving Loan Agreement as in effect immediately prior to the commencement of such proceedingInsolvency Proceeding, (2) to the extent of the secured claim of Supplemental Loan Agent against such Debtor, Supplemental Loan Agent receives a replacement Lien on the same post-petition assets of such Debtor as are subject to the Lien of Supplemental Loan Agent, and with the same priority as existed with respect to such types of assets, immediately prior to the commencement of such Insolvency Proceeding (including the case under Lien of the Bankruptcy CodeSupplemental Loan Agent having priority as to the Supplemental Priority Collateral over the Lien of Revolving Loan Agent therein to the extent provided herein), (iii) each of Foothill and the Collateral Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, and (iv3) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. Nothing contained herein shall be deemed to limit , and (4) the rights aggregate principal amount of the Collateral Agent Revolving Loan Debt arising before and after the commencement of the Insolvency Proceeding shall not exceed the Maximum Amount (as such term is defined in the Revolving Loan Agreement) that limits the principal amount of the Revolving Loan Debt in effect immediately prior to object to post-petition financing or use the commencement of cash collateral on any grounds other than the failure to provide "adequate protection" for its Lienssuch Insolvency Proceeding. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided given, in the manner prescribed by Section 3.10 5.8 hereof, to Supplemental Loan Agent or its counsel.

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing Revolving Loan Agent desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to Debtors under either Section 363 or Section 364 of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each of the Noteholder Collateral Agent and Noteholders agree as follows: (a) adequate notice shall have been provided for such financing or use of cash collateral if Noteholder Collateral Agent receive notice three (3) business days prior to the Investors agrees that entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by it Noteholder Collateral Agent to any such financing on the grounds ground of a failure to provide "“adequate protection" ” for its the Liens so long as of Noteholder Collateral Agent or any other grounds, provided, that, (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Noteholder Collateral Agent for the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and with the same priority as existed prior to the commencement of the case under the Bankruptcy Code, (iii) each of Foothill and the Collateral Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code, and (ivii) the maximum amount outstanding under such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use financing, together with the aggregate principal amount of cash collateral on any grounds other than the failure to provide "adequate protection" for its Lienspre-petition Revolving Loan Debt, shall not exceed the Revolving Loan Priority Amount. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided given, in the manner prescribed by Section 3.10 4.6 hereof, to Noteholder Collateral Agent.

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing Revolving Loan Agent desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to Debtors under either Section 363 or Section 364 of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each of the Noteholder Collateral Agent and Noteholders agree as follows: (a) adequate notice shall have been provided for such financing or use of cash collateral if Noteholder Collateral Agent receives notice three (3) business days prior to the Investors agrees that entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by it Noteholder Collateral Agent to any such financing on the grounds ground of a failure to provide "adequate protection" for its the Liens so long as of Noteholder Collateral Agent or any other grounds, provided, that, (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Noteholder Collateral Agent for the benefit of the Investors retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and with the same priority as existed prior to the commencement of the case under the Bankruptcy Code, (iii) each of Foothill and the Collateral Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code, and (ivii) the maximum amount outstanding under such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use financing, together with the aggregate principal amount of cash collateral on any grounds other than the failure to provide "adequate protection" for its Lienspre-petition Revolving Loan Debt, shall not exceed the Revolving Loan Priority Amount. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided given, in the manner prescribed by Section 3.10 4.6 hereof, to Noteholder Collateral Agent.

Bankruptcy Financing. If Krollany Borrower becomes subject to any Insolvency or Liquidation Proceeding, until the Discharge of Priority Debt has occurred, the Collateral Agent, for itself and on behalf of the other Noteholder Secured Parties, agrees that: (a) each Noteholder Secured Party will raise no objection to, nor support any other Borrower or any other Obligor shall become subject Person objecting to, and will be deemed to a case under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or have consented to, the use of any ABL Collateral constituting cash collateral with the consent of the DIP Lender under Section 363 of the Bankruptcy Code, each or any comparable provision of any other Bankruptcy Law, or any post-petition financing to any Borrower provided by any ABL Secured Party or any Qualified Financier (which agrees to be bound by Section 8 hereof) under Section 364 of the Collateral Agent Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 6.4 below and the Investors agrees that no objection will subordinate (and will be raised by it deemed hereunder to have subordinated) the Liens granted to Noteholder Secured Parties to such DIP Financing on the same terms as such Liens are subordinated to the Liens granted to the ABL Agent hereunder (and such subordination will not alter in any manner the terms of this Intercreditor Agreement), to any such financing on adequate protection provided to the grounds of a failure ABL Secured Parties and to provide "adequate protection" for its Liens so long as any Carve Out; provided that: (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstancesABL Agent does not oppose or object to such use of cash collateral or DIP Financing, (ii) each the aggregate principal amount of Foothill such DIP Financing, together with the ABL Debt as of such date, does not exceed the principal component of the Maximum Priority ABL Debt Amount, and the DIP Financing is treated as ABL Debt hereunder, (iii) the Liens on ABL Collateral granted to the ABL Secured Parties or Qualified Financier in connection with such DIP Financing are subject to this Intercreditor Agreement and considered to be Liens of the ABL Agent for purposes hereof, (iv) the Collateral Agent for the benefit of the Investors retains a Lien on the ABL Collateral (including proceeds thereof arising after the commencement of such proceedingthereof) with the same priority as existed prior to such Insolvency or Liquidation Proceeding (except to the commencement extent of any Carve Out agreed to by the case under the Bankruptcy CodeABL Agent), (iiiv) each of Foothill and the Collateral Agent for the benefit of the Investors receives a replacement Lien Liens on all assets, including post-petition assets to assets, of any Borrower in which any of the same extent granted to ABL Agent obtains a replacement Lien, or which secure the DIP LenderFinancing, with the same priority relative to the Liens of ABL Agent as existed prior to the commencement of the case under the U.S. Bankruptcy Codesuch Insolvency or Liquidation Proceeding, and (ivvi) the Noteholder Secured Parties may oppose or object to such financing or use of cash collateral or DIP Financing on the same bases as an unsecured creditor, so long as such opposition or objection is subject not based on the Noteholder Secured Parties’ status as secured creditors. (b) no Noteholder Secured Party shall, directly or indirectly, provide, or seek to the terms of this Agreement. Nothing contained herein shall be deemed provide or support any party seeking to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds provide (other than the failure ABL Agent or a Qualified Financier as provided above), DIP Financing secured by Liens equal or senior in priority to provide "adequate protection" for its Liensthe Liens on the ABL Collateral of the ABL Agent, without the prior written consent of the ABL Agent. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed by Section 3.10 hereof.6.3

Bankruptcy Financing. If Kroll, any other Borrower or any other Obligor a Debtor shall become subject to a case -------------------- proceeding under the U.S. Bankruptcy Code and if as debtor-in-possession moves for approval of financing Lender desires to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to such Debtor under either Section 363 or Section 364 of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, each Note Creditor agrees as follows: (a) adequate notice to Note Creditors shall have been provided for such financing or use of cash collateral if Note Trustee receives notice five (5) business days prior to the entry of the Collateral Agent order approving such financing or use of cash collateral and the Investors agrees that (b) no objection will be raised by it Note Creditors to any such financing or use of cash collateral on the grounds ground of a failure to provide "adequate protection" for its the junior Liens so long as of Note Trustee on the Collateral or any other grounds, provided (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) each of Foothill and the Collateral Agent for the benefit of the Investors retains a Lien on the post-petition Collateral (including proceeds thereof arising after for the commencement benefit of such proceeding) Note Trustee with the same priority as existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code, (iii) each of Foothill and Code to the extent Collateral Agent for the benefit of the Investors receives may be entitled to such a replacement Lien on post-petition assets behalf of Note Trustee and Note Trustee is permitted to the same extent granted receive such payments of interest during such proceeding as adequate protection as it may have been entitled to the DIP Lender, with the same priority as existed prior to the commencement of the case hereunder and under the U.S. Bankruptcy Code, if any and (ivii) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights principal amount of the Collateral Agent maximum commitments to object to provide such post-petition financing or use financing, when aggregated with the principal amount of cash collateral on any grounds other the loans outstanding under the Lender Agreements immediately prior to the commencement of such proceeding, would not exceed $45,000,000 and the percentage of the margin of the interest rate with respect to the Lender Debt after the commencement of such proceedings shall not be more than one (1%) percentage point per annum greater than the failure percentage of the margin as in effect immediately prior to provide "adequate protection" for its Liensthe commencement of such proceeding. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided given, in the manner prescribed by Section 3.10 5.5 hereof, to Note Trustee.

Bankruptcy Financing. If Kroll(a) Until the Discharge of Senior-Priority Debt has occurred, if any other Borrower or any other Obligor Grantor shall become be subject to a case under any Insolvency Proceeding and any First Lien Debt Collateral Agent desires to permit any Grantor (i) to the U.S. use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code and if as debtor-in-possession moves for approval of Code) which constitutes Collateral securing the First Lien Debt or (ii) to enter into financing to be provided in good faith by Foothill (the "DIP Lender") under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) with any the First Lien Debt Claimholders or any other person in such proceeding, then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) the Liens securing the Pari Passu Lien Debt on the Collateral may, without any further action or consent by the respective Pari Passu Lien Representative, but subject to the immediately succeeding sentence, be made junior and subordinated to the Liens granted to secure such DIP Financing and each Collateral Trustee, on behalf of itself and the Pari Passu Lien Representatives and the Pari Passu Lien Claimholders with respect to which such Collateral Trustee is acting as Agent, agrees that it will raise no objection to such use of cash collateral with or DIP Financing (unless the consent of the DIP Lender under Section 363 of the Bankruptcy Code, each of the Designated First Lien Collateral Agent and or the Investors agrees that no objection will be raised by it First Lien Debt Claimholders for which such Designated First Lien Collateral Agent is acting as Agent shall then oppose or object to any such financing on the grounds of a failure to provide "adequate protection" for its Liens DIP Financing) so long as (ix) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable law, is approved by the Governmental Authority having jurisdiction over such Insolvency Proceeding and (y) such DIP Financing does not compel the Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt (in whole or in part) and (B) require the Grantors to seek confirmation of a plan acceptable to the First Lien Debt Representative and First Lien Claimholders, or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the First Lien Debt Obligations are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (x) and (y) above, each Collateral Trustee will subordinate (and will be deemed to have subordinated) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under Liens securing the circumstances, (ii) each of Foothill and respective Pari Passu Lien Debt on the Collateral Agent for to the benefit Liens securing such DIP Financing (and all Obligations relating thereto and to any “carve-out” agreed to by the First Lien Debt Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of the Investors retains a Lien Liens on the Collateral (including proceeds thereof arising after except as expressly agreed by the commencement of such proceeding) with the same priority as existed prior First Lien Debt Collateral Agents or to the commencement of the case under the Bankruptcy Code, (iii) each of Foothill and the Collateral Agent for the benefit of the Investors receives a replacement Lien on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, and (iv) such financing or use of cash collateral is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of the Collateral Agent to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for its Liens. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when provided in the manner prescribed otherwise permitted by Section 3.10 hereof6.4).