Common use of Certain Agreements With Respect to Insolvency or Liquidation Proceedings Clause in Contracts

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, the Borrower or any of its Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under Insolvency or Liquidation Proceeding by or against the Bankruptcy Code Company or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, the Borrower or any of its SubsidiariesGrantor. (b) If Holdings, the Borrower and/or Company or any other Grantor of its Subsidiaries shall become subject to a case an Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding, and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral with the consent of the DIP Lenders under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Term Loan Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection or opposition (or support any Person in objecting or opposing) to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Revolving Facility First Lien Collateral (“DIP Cash Collateral”), unless the Authorized Representative of any Controlling Secured Party, Revolving Facility Agent shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) and, to the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Revolving Facility Liens on any such Shared Collateral for the benefit in respect of the Controlling Revolving Facility First Lien Collateral, the Term Loan Agent will, for itself and on behalf of the other Term Loan Secured Parties, each Non-Controlling subordinate the Term Loan Liens in respect of the Revolving Facility First Lien Collateral to the Revolving Facility Liens and the DIP Financing Liens), so long as such DIP Financing and the use of DIP Cash Collateral meet the following requirements: (i) the Term Loan Secured Party will subordinate its Liens Parties retain a Lien on the Collateral and, with respect to such Shared Collateral on all the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP LendersTerm Loan First Lien Collateral, including proceeds thereof arising after the commencement of such proceeding, in each case, with the same priority vis-à-vis all relative to the other Secured Parties (other than any priority of the Liens of the Revolving Facility Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode; (ii) to the extent that the Revolving Facility Agent is granted adequate protection in the form of a Lien, the Term Loan Agent is permitted to seek a Lien (without objection from the Revolving Facility Agent or any holder of the Revolving Facility Obligations) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, (Biii) the Secured Parties terms of each Series are granted the DIP Cash Collateral use or the DIP Financing require that any Lien on the Term Loan First Lien Collateral to secure such DIP Financing is subordinate to the Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection securing the Term Loan Obligations with respect thereto, (iv) the terms of such DIP Financing or use of cash collateralDIP Cash Collateral do not require Company or any Grantor to seek approval for any plan of reorganization that is inconsistent with this Agreement and (v) the aggregate principal amount of such DIP Financing does not exceed the DIP Cap. The foregoing shall not prevent any Term Loan Lender from proposing any other DIP Financing to the Borrower or any Grantor or to a court of competent jurisdiction; provided, however, that no such proposal will be made unless it unconditionally provides that the Revolving Facility Obligations shall be repaid in full upon the effective date of such proposed DIP Financing. (c) Until the Revolving Facility First Lien Collateral Transition Date has occurred, the Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding by or against the Company or any other Grantor, the Term Loan Secured Parties will not object or oppose (or support any Person in objecting or opposing) a motion for any sale, transfer or other disposition of any Revolving Facility First Lien Collateral free and clear of the Liens of Term Loan Agent and the other Term Loan Secured Parties or other claims under Sections 363, 365 or 1129 of the Bankruptcy Code, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, and shall be deemed to have consented to any such sale, transfer or other disposition of any Revolving Facility First Lien Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Revolving Facility Agent; provided, that, the proceeds of such sale, transfer or other disposition of any Collateral to be applied to the Revolving Facility Obligations or the Term Loan Obligations are applied in accordance with Section 2.04. (d) Until the same priority vis-à-vis Term Loan First Lien Collateral Transition Date has occurred, the Revolving Facility Agent, for itself and on behalf of the other Revolving Facility Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding by or against the Company or any other Grantor, the Revolving Facility Secured Parties will not object or oppose (or support any Person in objecting or opposing) a motion for any sale, transfer or other disposition of any Term Loan Facility First Lien Collateral free and clear of the Liens of Revolving Facility Agent and the other Revolving Facility Secured Parties or other claims under Sections 363, 365 or 1129 of the Bankruptcy Code, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, and shall be deemed to have consented to any such sale, transfer or other disposition of any Revolving Facility First Lien Collateral under Section 363(f) of the Bankruptcy Code that has been consented to by the Term Loan Agent; provided, that, the proceeds of such sale, transfer or other disposition of any Collateral to be applied to the Term Loan Facility Obligations or the Revolving Facility Obligations are applied in accordance with Section 2.04. (e) Without limiting the generality of the foregoing, the Junior Representative or any Junior Obligations Secured Party for whom it is acting shall not obtain or seek to obtain a Lien on any Senior Obligations Collateral that would be priming or pari passu with respect to any Senior Obligation in any Insolvency or Liquidation Proceeding by or against the Company or any other Grantor or object to the treatment under a plan of reorganization or arrangement of the claims with respect to the Obligations owing to the Senior Representative and the Secured Parties (other than any Liens for whom it is acting to the extent that such treatment provides for payments or distributions in respect of the Secured Parties constituting DIP Financing Liens) as Collateral in accordance with the priorities of the right to payment and Liens set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or Liquidation Proceeding by or against Xxxxxxxx or any subsidiary of Xxxxxxxx. All references in this Agreement to Xxxxxxxx or any subsidiary of Xxxxxxxx or any other Bankruptcy Law, Grantor will include such Person or Persons as a debtor-in-possession and any other federal, state receiver or foreign bankruptcy, insolvency, receivership trustee for such Person or similar law by Persons in an Insolvency or against Holdings, the Borrower or any of its SubsidiariesLiquidation Proceeding. (b) If Holdings, the Borrower and/or Xxxxxxxx or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party will raise any objection, contest or oppose (other than or join or support any Controlling third party in objecting, contesting or opposing), and each Second Lien Secured Party shall be deemed to have consented to and will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority or any super-administrative priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Secured Party, shall then oppose Priority Lien Agent opposes or object objects to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, or (B) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than a sale or disposition pursuant to Section 363 of the Bankruptcy Code and with respect to which the Second Lien Secured Parties are deemed to have consented pursuant to Section 4.02(d)) or require the confirmation of a plan of reorganization containing specific terms or provisions (i) to other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Collateral Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the written consent of the Priority Lien Agent, in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees not to propose, support or enter into any DIP Financing. (d) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that it shall be deemed to have consented to, and shall not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting), a sale or other Disposition, a motion to sell or Dispose or the bidding procedures for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if (1) the Priority Lien Agent or the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedures for such sale or Disposition of such Collateral, (B2) all Priority Liens, Second Liens will attach to the Secured Parties proceeds of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection the sale or otherwise Disposition in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement, (C3) if Section 6.01 is complied with in connection with such Disposition or credit bid and (4) the Second Lien Collateral Agent and the holders of Second Lien Obligations, shall have the right to credit bid all or any amount portion of such the Collateral so long as the Priority Lien Agent and the holders of the Priority Lien Obligations receive payment in full in cash of all Priority Lien Obligations after giving effect thereto. (e) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim that it may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or cash collateral is applied to repay any administrative expense priority or super-administrative priority under Section 364 of the ObligationsBankruptcy Code. (f) The Second Lien Collateral Agent, such amount is applied pursuant for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent, nor any other Second Lien Secured Party, will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to Section 2.01any motion, and (D) if any relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Second Lien Secured Parties may: (i) freely seek and obtain relief granting adequate protection only in the form of periodic paymentsa replacement lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (ii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations. (g) The Second Lien Collateral Agent, for itself and on behalf of each of the other of the Second Lien Secured Parties, waives any claim it or any such other Second Lien Secured Party, may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither it nor any other Second Lien Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of Xxxxxxxx or any other Grantor unless such plan is either accepted by the Class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses, and cash collateral of all letters of credit) not constituting Excess Priority Lien Obligations on the effective date of such plan of reorganization. Except as otherwise provided in this clause (h), each of the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither it nor any other Second Lien Secured Party, shall seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral if the Priority Lien Agent has not received relief from the automatic stay (or it has not been lifted for the Priority Lien Agent’s benefit) without the prior written consent of the Priority Lien Agent. (j) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither it nor any other Second Lien Secured Party, shall oppose or seek to challenge (or join or support any third party in opposing or seeking to challenge) any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance (but not payment until the Discharge of the Priority Lien Obligations has occurred) in any Insolvency or Liquidation Proceeding of Priority Lien Obligations consisting of post-petition interest, fees or expenses or cash collateralization of all letters of credit to the extent of the value of the Priority Liens (it being understood that such value will be determined without regard to the existence of the Second Liens on the Collateral) subject to the Priority Lien Cap. Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Agent, or any other Second Lien Secured Party, for allowance (but not payment until the Discharge of the Priority Lien Obligations has occurred) in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens, on the Collateral; provided that if the Priority Lien Agent or any other Priority Lien Secured Party shall have made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Collateral Agent or any other Second Lien Secured Party. (k) Without the express written consent of the Priority Lien Agent, neither the Second Lien Collateral Agent, nor any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses, or to the cash collateralization of letters of credit, under Section 506(b) of the Bankruptcy Code subject to the Priority Lien Cap. (l) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent for itself and on behalf of each other Second Lien Secured Party, agrees that, any distribution or recovery they may receive in respect of any such Collateral shall be segregated and held in trust and forthwith paid over to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent, that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party hereby appoints the Priority Lien Agent, and any officer or agent of the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(l) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(l), which appointment is irrevocable and coupled with an interest. (m) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations subject to the Priority Lien Cap and further that neither of the Second Lien Collateral Agent nor any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent; provided that (A) Section 6.01 is complied with in connection with such DIP Financing credit bid and (B) each of the Second Lien Collateral Agent and the holders of Second Lien Obligations shall have the right to credit bid all or use any portion of the Collateral so long as the Priority Lien Agent and the holders of the Priority Lien Obligations receive payment in full in cash collateralof all Priority Lien Obligations after giving effect thereto. (n) Until the expiry of the Standstill Period, in the case of the Second Lien Collateral Agent and the holders of Second Lien Obligations, without the written consent of the Priority Lien Agent in its sole discretion, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties Second Lien Collateral Agent, for itself and on behalf of each Series shall have other Second Lien Secured Party, agrees that it will not file an involuntary bankruptcy claim or seek the appointment of an examiner or a trustee for Xxxxxxxx or any of its subsidiaries. (o) Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, waives any right to object to the grant of a Lien to secure the DIP Financing over assert or enforce any Collateral subject to Liens in favor claim under Section 506(c) or 552 of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to Bankruptcy Code as against any other Priority Lien Secured Party receiving adequate protection comparable to or any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralthe Collateral, except as expressly permitted by this Agreement.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the any Bankruptcy Code or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Law by or against Holdings, the Borrower or any of its Subsidiariesother Pledgor. (b) If Holdings, the Borrower and/or any other Grantor Pledgor shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Applicable Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority pari passu with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.012.01 of this Agreement, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are is applied pursuant to Section 2.012.01 of this Agreement; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, provided further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral. (c) Each Secured Party agrees that, in an Insolvency or Liquidation Proceeding or otherwise, none of them will oppose any sale or disposition of any Shared Collateral of any Pledgor that is supported by the Controlling Secured Parties, or the Applicable Authorized Representative, and will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale or disposition and to have released its Liens on the assets so sold or disposed; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Stream or any of its Subsidiariessubsidiaries. (b) If HoldingsUntil the Discharge of ABL Debt Obligations has occurred, the Borrower and/or if Stream or any other Grantor shall become be subject to a case any Insolvency or other proceedings under Liquidation Proceeding and the ABL Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code Code) constituting ABL First Lien Collateral or to permit Stream or any Grantor to obtain financing, whether from the holders of the ABL Debt Obligations or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) person under Section 364 of the Bankruptcy Code or any equivalent provision similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL First Lien Collateral, then no holder of Priority Lien Obligations or Subordinated Lien Obligations will not be entitled to raise (and will not raise or support any person in raising), but instead shall be deemed to have irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any person in opposing, such Cash Collateral use or DIP Financing (including, except as expressly provided below, that the holders of Priority Lien Obligations and Subordinated Lien Obligations are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Noteholder Collateral Trustee and the holders of Priority Lien Obligations or Subordinated Lien Obligations (if any) retain a Lien on the Collateral and, with respect to the Noteholder First Lien Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien, the Noteholder Collateral Trustee is permitted to seek a Lien (without objection from the ABL Agent or any holder of ABL Debt Obligations) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to the ABL First Lien Collateral, such Lien is junior to the Liens securing such DIP Financing and any other Liens in favor of ABL Agent securing the ABL Debt Obligations), (iii) the terms of the Cash Collateral use or the DIP Financing require that any Lien on the Noteholder First Lien Collateral to secure such DIP Financing is subordinate to the Lien of the Noteholder Collateral Trustee securing the Priority Lien Obligations with respect thereto and (iv) the terms of such DIP Financing or use of Cash Collateral do not require Stream or any Grantor to seek approval for any plan of reorganization that is inconsistent with this Agreement. The Noteholder Collateral Trustee agrees to subordinate and will subordinate its Liens in the ABL First Lien Collateral to the Liens securing such DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and, consistent with the preceding provisions of this Section 6.1, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above); provided, however, if the Liens securing the DIP Financing rank junior to the Liens securing the ABL Debt Obligations, the Noteholder Collateral Trustee shall be required to subordinate its Liens in the ABL First Lien Collateral to the Liens securing such DIP Financing (c) The Noteholder Collateral Trustee on behalf of itself and the holders of Priority Lien Obligations and Subordinated Lien Obligations (if any), agrees that no such person shall provide to Stream or any Grantor any DIP Financing to the extent that the Noteholder Collateral Trustee or any holder of Priority Lien Obligations or Subordinated Lien Obligations (if any) would, in connection with such financing, be granted a Lien on the ABL First Lien Collateral senior to or pari passu with the Liens of the ABL Agent. The ABL Agent on behalf of itself and the holders of the ABL Debt Obligations, agrees that no such persons shall provide to Stream or any Grantor any DIP Financing to the extent that the ABL Agent or any holder of ABL Debt Obligations would, in connection with such financing, be granted a Lien on the Noteholder First Lien Collateral senior to or pari passu with the Liens of the Noteholder Collateral Trustee. (d) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any other Bankruptcy Law Senior Secured Obligations Collateral (or the use of cash collateral any portion thereof) under Section 363 of the Bankruptcy Code or any equivalent other provision of any other Bankruptcy Law, each Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) Code if the Senior Secured Obligations Secured Parties shall have consented to such sale or disposition of each Series are granted such Senior Secured Obligations Collateral and all Senior Liens on any additional collateral pledged and Junior Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as respective priorities set forth in this Agreement. (e) The holders of Junior Secured Obligations and the Junior Representative will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Junior Liens, and will not object to or contest (Ci) if any amount request by the Senior Representative or the holders of such DIP Financing Senior Secured Obligations for adequate protection or cash collateral is applied (ii) any objection by the Senior Representative or the holders of Senior Secured Obligations to repay any motion, relief, action or proceeding based on the Senior Representative or holders of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Senior Secured Parties are granted Obligations claiming a lack of adequate protection, including except that the holders of Junior Secured Obligations and the Junior Representative may: (i) freely seek and obtain relief granting a Junior Lien co-extensive in all respects (except as to ABL Foreign Collateral) with, but subordinated (as set forth in Section 2.01) to, all Liens granted in the form Insolvency or Liquidation Proceeding to, or for the benefit of, the holders of periodic paymentsSenior Secured Obligations; (ii) freely vote on any plan of reorganization or similar dispositive restructuring plan; and (iii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the associated Discharge of Senior Secured Debt Obligations. (f) Each of the Junior Secured Obligations Secured Parties waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of any election by the Senior Representative or any Senior Secured Obligations Secured Parties, in connection with such DIP Financing or use of cash collateralany proceeding instituted under the Bankruptcy Code, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties application of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that Section 1111(b) of the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower or any of its Subsidiariessubsidiaries or any action taken in such Insolvency or Liquidation Proceeding, including any attempted rejection under Section 365 of the Bankruptcy Code. All references in this Agreement to the Borrower or any of its subsidiaries or any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations. (b) If Holdings, the Borrower and/or or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection to, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have related to or in connection with, any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (B) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and (iII) twenty percent (20%) of the amount of then outstanding Priority Lien Debt, or (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than a sale or disposition pursuant to Section 363 of the Bankruptcy Code and with respect to which the Second Lien Secured Parties are deemed to have consented pursuant to Section 4.02(d)) or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the written consent of the Priority Lien Agent which consent is in its sole discretion, the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees not to propose, support or enter into any DIP Financing. (Bd) The Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees that it shall be deemed to have consented to, and shall not object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral and all Priority Liens on any additional collateral pledged and Second Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. Notwithstanding the foregoing in this Section 4.02(d), if the Second Lien Purchasers have exercised their purchase option (Cor have committed to exercise their purchase option) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.013.06(a), Section 363 Objections shall be permitted to be made by the Second Lien Agent or any Second Lien Secured Party, but only so long as the Second Lien Purchasers shall not have defaulted on their obligations to consummate the purchase of the Priority Lien Debt and other obligations contemplated by Section 3.06. (De) if The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim that it may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Parties are granted adequate protection, including in the form Party arising out of periodic payments, in connection with such any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or use of cash collateral, the proceeds of such adequate protection are applied pursuant to administrative expense priority under Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor 364 of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under Insolvency or Liquidation Proceeding by or against the Bankruptcy Code Borrower or any subsidiary of the Borrower. All references in this Agreement to the Borrower or any subsidiary of the Borrower or any other Bankruptcy Law, Grantor will include such Person or Persons as a debtor-in-possession and any other federal, state receiver or foreign bankruptcy, insolvency, receivership trustee for such Person or similar law by Persons in an Insolvency or against Holdings, Liquidation Proceeding. (b) If the Borrower or any of its Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter Active.18117613.5 have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (A) $1,000,000,000 plus (B) the aggregate face amount of any letters of credit issued and outstanding under Priority Lien Documents on the date of the commencement of such Insolvency or Liquidation Proceeding, or (iiii) to the terms of such DIP Financing provide for the sale of a substantial part of the Collateral or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Collateral Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the consent of the Priority Lien Agent, in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party agrees not to propose, support or enter into any DIP Financing. (Bd) The Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral provided that (a) all Priority Liens on any additional collateral pledged and Second Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement, Agreement or (Cb) if the net cash Proceeds of any amount Disposition under Section 363(b) of such the Bankruptcy Code are permanently applied to the DIP Financing or cash collateral is applied to repay the Priority Lien Obligations. (e) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens or administrative expense priority under Section 364 of the ObligationsBankruptcy Code (in each case that is granted in a manner that is consistent with this Agreement). (f) The Second Lien Collateral Agent, such amount is applied pursuant for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to Section 2.01any motion, and (D) if any relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Second Lien Secured Parties may: (A) freely seek and obtain relief granting adequate protection in the form of periodic paymentsa replacement lien co-extensive in all respects with, but subordinated (as set forth in Section Active.18117613.5 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (B) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations; and (g) The Second Lien Collateral Agent, for itself and on behalf of each of the other of the Second Lien Secured Parties waives any claim it or any such other Second Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in connection any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of the Borrower or any other Grantor unless (i) such plan is accepted by the Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses and cash collateralization of all letters of credit) on the effective date of such DIP Financing plan of reorganization, or use (ii) such plan provides on account of cash collateralthe Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by, or granted to, the proceeds Second Lien Collateral Agent are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein, the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The Second Lien Collateral Agent, for itself and on behalf of such adequate protection are applied each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall seek relief, pursuant to Section 2.01362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Priority Lien Agent. (j) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall oppose or seek to challenge any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Priority Lien Obligations consisting of post-petition interest, fees or expenses or cash collateralization of all letters of credit to the extent of the value of the Priority Liens (it being understood that such value will be determined without regard to the existence of the Second Liens on the Collateral) subject to the Priority Lien Cap. Neither the Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens on the Collateral; provided that if the Priority Lien Agent or any other Priority Lien Secured Parties Party shall have made any claim for post-petition interest, Active.18117613.5 fees or expenses in respect of the Priority Lien Obligations, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Collateral Agent or any Second Lien Secured Party. (k) Without the express written consent of the Priority Lien Agent, none of the Second Lien Collateral Agent or any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code subject to the Priority Lien Cap. (l) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent for itself and on behalf of each Series other Second Lien Secured Party agrees that, any distribution or recovery they may receive in respect of any Collateral shall have a right to object be segregated and held in trust and forthwith paid over to the grant of a Priority Lien to secure Agent for the DIP Financing over any Collateral subject to Liens in favor benefit of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Priority Lien Secured Parties in connection the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a DIP Financing court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party hereby appoints the Priority Lien Agent, and any officer or use agent of cash collateralthe Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(l) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(l), which appointment is irrevocable and coupled with an interest. (m) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that none of the Second Lien Collateral Agent or any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent. (n) Without the consent of the Priority Lien Agent in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party agrees it will not file an involuntary bankruptcy claim or seek the appointment of an examiner or a trustee for the Borrower or any of its subsidiaries. (o) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against HoldingsSolo, the Borrower SCOC or any of its SubsidiariesSolo’s subsidiaries. (b) If Holdings, the Borrower and/or Solo or any other Grantor of its subsidiaries shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralSenior Secured Obligations Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or a representative authorized by the Senior Secured Obligations Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (and (iii) to such DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens upon any property of the estate in such Insolvency or Liquidation Proceeding. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Senior Liens, the Junior Representative will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Junior Secured Obligations Secured Parties, each Non-Controlling Secured Party will subordinate its the Junior Liens with respect to such Shared Collateral on the same terms as Senior Secured Obligations Collateral to the Senior Liens of and the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior Secured Obligations Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy Case, Code. (Bc) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties shall have consented to such sale or disposition of each Series are granted such Senior Secured Obligations Collateral and all Senior Liens on and Junior Liens will attach to the proceeds of the sale. (d) The holders of Junior Secured Obligations and the Junior Representative will not file or prosecute in any additional collateral pledged Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Junior Liens, and will not object to or contest (i) any request by the Senior Representative or the holders of Senior Secured Parties as Obligations for adequate protection or otherwise in connection with such DIP Financing (ii) any objection by the Senior Representative or use the holders of cash collateralSenior Secured Obligations to any motion, with relief, action or proceeding based on the same priority vis-à-vis the Secured Parties (other than any Liens Senior Representative or holders of the Senior Secured Parties constituting DIP Financing LiensObligations claiming a lack of adequate protection, except that the holders of Junior Secured Obligations and the Junior Representative may: (i) freely seek and obtain relief granting a Junior Lien co-extensive in all respects with, but subordinated (as set forth in this AgreementSection 2.01) to, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the holders of Senior Secured Obligations; (Cii) if freely vote on any amount plan of such DIP Financing reorganization or cash collateral is applied to repay similar dispositive restructuring plan; and (iii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the associated Discharge of Senior Secured Debt Obligations. (e) Each of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Junior Secured Obligations Secured Parties are granted adequate protection, including in waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the form Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of periodic paymentsany election by the Senior Representative or any Senior Secured Obligations Secured Parties, in connection with such DIP Financing or use of cash collateralany proceeding instituted under the Bankruptcy Code, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties application of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that Section 1111(b) of the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties acknowledge that this Agreement is a subordination agreement under Section 510(b) of the Bankruptcy Code and shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, the Borrower Company or any of its Subsidiaries. (b) If HoldingsSubject to the Junior Priority Intercreditor Agreement, if the Borrower Company and/or any other Grantor shall become subject to a case an Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or and/or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured Party, Party shall then oppose or object to such DIP Financing or such DIP Financing Liens or and/or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority pari passu with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy CaseInsolvency or Liquidation Proceeding, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or and/or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall do not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or and/or use of cash collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto, which for avoidance of doubt includes the Grantors, acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Company or any of its Subsidiariessubsidiaries. All references in this Agreement to the Company or any of its subsidiaries or any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b) through and including (l) shall be in full force and effect prior to the Discharge of Priority Lien Obligations. (b) If Holdings, the Borrower and/or Company or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (B) the maximum principal amount of Indebtedness permitted under such DIP Financing exceeds the sum of the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and that amount equal to 15% of the aggregate principal amount of the Priority Lien Obligations outstanding immediately prior to the commencement of such Insolvency or Liquidation Proceeding (inot including any Excess Priority Lien Obligations), (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (unless a Discharge of Priority Lien Obligations shall be effected substantially contemporaneously with such sale) or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof), (D) the proposed effective interest rate of any such DIP Financing is not commercially reasonable under the circumstances (as reasonably determined in the good faith of the Board of Directors of the Company), (E) the Second Lien Secured Parties are not permitted to seek adequate protection to the extent that permitted by Section 4.02(f) or (F) such DIP Financing directly or indirectly provides for, or has the effect of providing for, the payment (whether in cash or otherwise) of any Excess Priority Lien Obligations prior to the Discharge of Second Lien Obligations. To the extent such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. Notwithstanding the foregoing in this Section 4.02, (B) the Second Lien Agent and the Second Lien Secured Parties of each Series are granted Liens on any additional collateral pledged shall have the right to (i) object to any provisions of the DIP Financing provided by the Priority Lien Agent or any Priority Lien Secured Parties as adequate protection relating to any provision or otherwise content of a plan of reorganization (other than repayment in connection with cash of such DIP Financing on the effective date thereof) or use (ii) object to any DIP Financing to the extent that it permits the Priority Lien Agent or any Priority Lien Secured Parties to be granted adequate protection in the form of cash collateral, with additional collateral without the Second Lien Agent and the Second Lien Secured Parties being granted adequate protection in the form of a Lien on such additional collateral that is subordinated to the Liens securing the Priority Lien Debt on the same priority vis-à-vis basis as the other Liens securing the Second Lien Debt are so subordinated to Liens securing the Priority Lien Debt under this Agreement. (c) Prior to the Discharge of Priority Lien Obligations, without the consent of the Priority Lien Agent, in its sole discretion, the Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees not to propose, support or enter into any DIP Financing. (d) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (“Section 363 Objections”) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties (other than any under the Priority Lien Documents shall have consented to such sale or Disposition and to such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral, and if all Priority Liens and Second Liens will attach to the proceeds of the Secured Parties constituting DIP Financing Liens) sale in the same respective priorities as set forth in this Agreement. Notwithstanding the foregoing in this Section 4.02(d), if the Second Lien Purchasers have exercised their purchase option (Cor have committed to exercise their purchase option) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.013.06(a), Section 363 Objections shall be permitted to be made by the Second Lien Agent or any other Second Lien Secured Party. (e) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (Dthat is granted in a manner that is consistent with this Agreement) if or administrative expense priority under Section 364 of the Bankruptcy Code. (f) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Agent nor any other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Second Lien Secured Parties may freely seek and obtain: (A) relief granting adequate protection in the form of periodic paymentsa replacement Lien co-extensive in all respects with, but subordinated (as set forth in connection Section 2.01) to, and with such DIP Financing the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or use of cash collateralLiquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the proceeds Priority Lien Secured Parties; and (B) any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations. (g) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Second Lien Agent nor any other Second Lien Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of the Company or any other Grantor unless (i) such plan is accepted by the Class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses and cash collateralization of all letters of credit) on the effective date of such adequate protection plan of reorganization, or (ii) such plan provides on account of the Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by, or granted to, the Second Lien Agent are applied only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein, each of the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (h) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that until the Discharge of Priority Lien Obligations has occurred, subject to the provisions of Section 3.02, neither the Second Lien Agent nor any other Second Lien Secured Party shall seek relief, pursuant to Section 2.01; provided that 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral if the Priority Lien Agent has not received relief from the automatic stay (or it has not been lifted for the Priority Lien Agent’s benefit), without the prior written consent of the Priority Lien Agent. (i) Without the express written consent of the Priority Lien Agent, none of the Second Lien Agent or any other Second Lien Secured Parties Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) except as contemplated by clause (a)(i)(B)(II) of Section 3.05, oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code. (j) The Second Lien Agent, for itself and on behalf of each Series other Second Lien Secured Party, hereby agrees that prior to the Discharge of Priority Lien Obligations or the effectiveness of a purchase by Second Lien Purchasers in accordance with Section 3.06, whichever occurs first, the Priority Lien Agent shall have a the exclusive right to credit bid the Priority Lien Obligations and further that none of the Second Lien Agent or any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor or contest such credit bid of the Priority Lien Obligations by the Priority Lien Agent. (k) Without the consent of the Priority Lien Agent in its sole discretion, the Second Lien Agent, for itself and on behalf of each other Second Lien Secured Parties Party, agrees it will not file an involuntary bankruptcy claim or seek the appointment of such Series an examiner or a trustee for the Company or any of its Authorized Representative that shall not constitute Shared Collateral; subsidiaries. (l) The Second Lien Agent, for itself and providedon behalf of each other Second Lien Secured Party, further, that waives any right to assert or enforce any claim under Sections 506(c) or 552 of the Secured Parties receiving adequate protection shall not object to Bankruptcy Code as against any other Priority Lien Secured Party receiving adequate protection comparable to or any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralthe Collateral, except as expressly permitted by this Agreement.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto, which for avoidance of doubt includes the Grantors, acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Company or any of its Subsidiariessubsidiaries. All references in this Agreement to the Company or any of its subsidiaries or any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations and clauses (p) through and including (cc) shall be in full force and effect following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations. (b) If Holdings, the Borrower and/or Company or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, (i) the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party and (ii) the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Secured Party, agrees that neither it nor any other than Third Lien Secured Party, will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party and Third Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (B) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and (iII) $100,000,000, (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (unless a Discharge of Priority Lien Obligations shall be effected substantially contemporaneously with such sale) or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof), (D) the proposed effective interest rate of any such DIP Financing is not commercially reasonable under the circumstances (as reasonably determined in the good faith of the Board of Directors of the Borrower), (E) the Second Lien Secured Parties or the Third Lien Secured Parties are not permitted to seek adequate protection to the extent that permitted by Section 4.02(f) or (F) such DIP Financing directly or indirectly provides for, or has the effect of providing for, the payment (whether in cash or otherwise) of any Excess Priority Lien Obligations prior to the Discharge of the Second Lien Obligations. To the extent such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, (1) the Second Lien Collateral Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of and the Secured Parties constituting DIP Financing Liens) Third Liens as existed prior to the commencement of the case under the Bankruptcy Case, Code and (B2) the Third Lien Collateral Agent will, for itself and on behalf of the other Third Lien Secured Parties of each Series are granted Parties, subordinate the Third Liens on any additional collateral pledged the Collateral to any Secured Parties as adequate protection or otherwise in connection with the Priority Liens, the Second Liens and to such DIP Financing Liens, so long as the Third Lien Collateral Agent, on behalf of the Third Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or use of cash collateralLiquidation Proceeding, with the same priority vis-à-vis relative to the Priority Liens and the Second Liens as existed prior to the commencement of the case under the Bankruptcy Code. All Liens granted to Priority Lien Agent or Second Lien Collateral Agent or Third Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the parties to be and shall be deemed to be subject to the Lien priorities in Section 2.01 and the other terms and conditions of this Agreement. Notwithstanding the foregoing in this Section 4.02, the Second Lien Representatives and the Second Lien Secured Parties and the Third Lien Representatives and Third Lien Secured Parties shall have the right to (i) object to any provisions of the DIP Financing provided by the Priority Lien Agent or any Priority Lien Secured Parties relating to any provision or content of a plan of reorganization (other than repayment in cash of such DIP Financing on the effective date thereof) or (ii) object to any DIP Financing to the extent that it permits the Priority Lien Agent or any Priority Lien Secured Parties to be granted adequate protection in the form of additional collateral without the Second Lien Collateral Agent and the Second Lien Secured Parties and the Third Lien Collateral Agent and Third Lien Secured Parties being granted adequate protection in the form of a Lien on such additional collateral that is subordinated to the Liens securing the Priority Lien Debt on the same basis as the other Liens securing the Second Lien Debt and Third Lien Debt, as applicable, are so subordinated to Liens securing the Priority Lien Debt under this Agreement. (c) Prior to the Discharge of Priority Lien Obligations, without the consent of the Priority Lien Agent, in its sole discretion, (x) each of the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party and (y) the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Secured Party, in each case, agrees not to propose, support or enter into any DIP Financing. After the Discharge of Priority Lien Obligations, the Third Lien Collateral Agent agrees, for itself and on behalf of each Third Lien Secured Party, that the Second Lien Representatives and the Second Lien Secured Parties constituting shall be entitled to provide any Grantor with DIP Financing (a “Second Lien DIP Financing”) that is secured by Liens equal or senior in priority to the Liens securing any Second Lien Debt and Third Lien Debt, without the consent of the Third Lien Collateral Agent or any Third Lien Secured Party, and that it will raise no objection to and will consent to any such DIP Financing (d) Each of the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party and the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (“Section 363 Objections”) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral and all Priority Liens) , Second Liens and Third Liens will attach to the proceeds of the sale in the same respective priorities as set forth in this Agreement. Notwithstanding the foregoing in this Section 4.02(d), if the Second Lien Purchasers have exercised their purchase option (Cor have committed to exercise their purchase option) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.013.06(a), Section 363 Objections shall be permitted to be made by the Second Lien Collateral Agent or any Second Lien Secured Party. (e) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (Dthat is granted in a manner that is consistent with this Agreement) if or administrative expense priority under Section 364 of the Bankruptcy Code. The Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, waives any claim that may be had against the Second Lien Collateral Agent or any other Second Lien Secured Party arising out of any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code. (f) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that neither the Third Lien Collateral Agent nor any other Third Lien Secured Party, will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that: (A) the Second Lien Secured Parties may: (I) freely seek and obtain relief granting adequate protection in the form of periodic paymentsa replacement Lien co-extensive in all respects with, but subordinated (as set forth in connection Section 2.01) to, and with such DIP Financing the same relative priority to the Priority Liens and the Third Liens as existed prior to the commencement of the Insolvency or use of cash collateralLiquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the proceeds of such Priority Lien Secured Parties; and (II) freely seek and obtain any relief upon a motion for adequate protection are applied pursuant to (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations; and (B) the Third Lien Secured Parties may: (I) freely seek and obtain relief granting adequate protection in the form of a replacement Lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01; provided that ) to, and with the same relative priority to the Priority Liens and the Second Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties and the Second Lien Secured Parties; and (II) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations. (g) [Reserved]. (h) The Second Lien Collateral Agent, for itself and on behalf of each Series other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party, shall have a right support or vote to object to the grant accept any plan of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor reorganization or disclosure statement of the Secured Parties of such Series Company or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to Grantor unless (i) such plan is accepted by the Class of Priority Lien Secured Parties in connection accordance with a DIP Financing Section 1126(c) of the Bankruptcy Code or use otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses and cash collateral.collateralization of all letters of credit) on the effective date of such plan of reorganization, or

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under any Bankruptcy Law by or against the Bankruptcy Code Company or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, the Borrower or any of its SubsidiariesPledgor. (b) If Holdings, the Borrower and/or any other Grantor Pledgor shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior-Priority Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Applicable Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Junior-Priority Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority pari passu with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior-Priority Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Junior-Priority Secured Parties (other than any Liens of the Junior-Priority Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Junior-Priority Secured Parties of each Series are granted Liens on any additional collateral pledged to any Junior-Priority Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Junior-Priority Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.012.01 of this Agreement, and (D) if any Junior-Priority Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are is applied pursuant to Section 2.012.01 of this Agreement; provided that the Junior-Priority Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Junior-Priority Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, provided further, that the Junior-Priority Secured Parties receiving adequate protection shall not object to any other Junior-Priority Secured Party receiving adequate protection comparable to any adequate protection granted to such Junior-Priority Secured Parties in connection with a DIP Financing or use of cash collateral. (c) Each Junior-Priority Secured Party agrees that, in an Insolvency or Liquidation Proceeding or otherwise, none of them will oppose any sale or disposition of any Shared Collateral of any Pledgor that is supported by the Controlling Secured Parties, or the Applicable Authorized Representative, and will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale or disposition and to have released its Liens on the assets so sold or disposed; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, the Borrower or any of its SubsidiariesLiquidation Proceeding. (b) If Holdings, the Borrower and/or any other Grantor shall become subject to a case an Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law Liquidation Proceeding occurs (a “Bankruptcy Case”): (i) and shallif Xxxx desires to permit the use of cash collateral or to permit the Parent Guarantor, as debtor(s)-in-possession, move for approval the Company and/or any of the Company’s subsidiaries to obtain financing (“DIP Financing”) to be provided by one under Section 363 or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of under any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each Secured Party similar law (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party“DIP Financing”) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same secured by a Lien (“DIP Financing Liens”) on, or constituting the proceeds of, the S&O Priority Collateral, then the LC Facility Agent, for itself and on behalf of the LC Facility Lenders, hereby agrees not to any object to such use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens to request adequate protection (except as otherwise expressly permitted by the terms of this Agreement) or use of cash collateral (and (i) to any other relief in connection therewith; provided that, unless otherwise expressly agreed by the extent LC Facility Agent in writing, Xxxx will not propose or request that such DIP Financing Liens are senior extend to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and LC Priority Collateral; and (ii) if the LC Facility Agent desires to permit the extent that such use of cash collateral or to permit the Parent Guarantor, the Company and/or any of the Company’s subsidiaries to obtain any DIP Financing Liens rank equal in priority with secured by a Lien on, or constituting the Liens on any such Shared Collateral granted proceeds of, LC Priority Collateral, then Xxxx hereby agrees: (A) not to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect object to such Shared Collateral use of cash collateral or DIP Financing or to request adequate protection (except as set forth herein), otherwise expressly permitted by the terms of this Agreement) or any other relief in each case connection therewith so long as (Ax) such use of cash collateral or DIP Financing and adequate protection is not secured by a Lien on the Secured Parties of each Series retain S&O Priority Collateral and (y) Xxxx retains the benefit of their its Liens on all such Shared Collateral pledged to the DIP LendersLC Priority Collateral, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties Bankruptcy Case (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateralextent provided for under applicable law), with the same priority vis-à-vis the Secured Parties LC Facility Agent (other than with respect to any DIP Financing Liens granted thereto) as existed prior to the commencement of such Bankruptcy Case; and (B) to the Secured Parties constituting extent the Liens on LC Priority Collateral securing LC Facility Obligations are subordinated to, or pari passu with, such DIP Financing Liens, to subordinate its Liens on the LC Priority Collateral to the Liens granted to secure such DIP Financing (and all obligations relating thereto, including any “carve-out” from the LC Priority Collateral granting administrative priority status or Lien priority to secure the payment of fees and expenses of the United States Trustee or professionals retained by any debtor or creditors’ committee agreed to by the LC Facility Agent), to any adequate protection Liens granted to the LC Facility Agent or any LC Secured Party, on the same basis as the Liens on such LC Priority Collateral securing LC Facility Obligations are subordinated to such DIP Financing Liens or to confirm the priorities with respect to such LC Priority Collateral as set forth herein, as applicable. (c) Prior to the Discharge in Full of the LC Facility Obligations, Xxxx agrees that it will not, without the consent of the LC Facility Agent, in its sole discretion, propose or enter into any DIP Financing or support any DIP Financing secured by Liens against the Shared Collateral except as permitted by clause (b) above. Prior to the Discharge in Full of the S&O Obligations, the LC Facility Agent agrees that it will not, without the consent of Xxxx, in its sole discretion, propose or enter into any DIP Financing or support any DIP Financing secured by Xxxxx against the Shared Collateral except as permitted by clause (b) above. (d) Xxxx agrees that it will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon its interest in the Shared Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the LC Facility Agent for adequate protection or (ii) any objection by the LC Facility Agent to any motion, relief, action or proceeding based on the LC Facility Agent claiming a lack of adequate protection, except that Xxxx may: (i) freely seek and obtain relief granting adequate protection in the form of a replacement lien coextensive in all respects with, but subordinated (as set forth in this AgreementSection 2.05(b)) to, (C) if any amount of such DIP Financing or cash collateral is applied and with the same relative priority to repay any the Liens of the LC Facility Agent as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the LC Facility Agent; and (ii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge in Full of Secured Obligations constituting LC Facility Obligations. (e) The LC Facility Agent agrees that it will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) with respect to the S&O Priority Collateral, such amount is applied pursuant nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by Xxxx for adequate protection or (ii) any objection by Xxxx to Section 2.01any motion, and (D) if any Secured Parties are granted relief, action or proceeding based on Xxxx claiming a lack of adequate protection, including in except that the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such LC Facility Agent may freely seek and obtain any relief upon a motion for adequate protection are applied pursuant to Section 2.01; provided that (or any comparable relief), without any condition or restriction whatsoever, at any time after the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens Discharge in favor Full of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralS&O Obligations.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or Liquidation Proceeding by or against NOG or any other Bankruptcy LawGrantor. All references in this Agreement to NOG, any other Grantor or any subsidiary of any other federalGrantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, state or foreign bankruptcyunless otherwise provided herein, insolvency, receivership or similar law by or against Holdings, clauses (b) through and including (o) shall be in full force and effect prior to the Borrower or any Discharge of its SubsidiariesPriority Lien Obligations and clauses (p) through and including (cc) shall be in full force and effect following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations. (b) If Holdings, the Borrower and/or NOG or any other Grantor or any of their respective subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or and/or the use of cash collateral that constitutes Collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, (i) the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party and (ii) the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that neither it nor any other than Third Lien Secured Party, will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party and Third Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (and B) the maximum principal amount of Debt permitted under such DIP Financing (inot including any Priority Lien Obligations (other than Excess Priority Lien Obligations) refinanced with the proceeds of, or “rolled up” into, such DIP Financing) exceeds $75,000,000 (or any Excess Priority Lien Obligations are, or are to be refinanced with, the proceeds of, or “rolled up” into, such DIP Financing) or (C) the terms of such DIP Financing require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, (1) the Second Lien Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens, subject to the Priority Lien Cap, and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of and the Secured Parties constituting DIP Financing Liens) Third Liens as existed prior to the commencement of the case under the Bankruptcy CaseCode and (2) the Third Lien Collateral Trustee will, for itself and on behalf of the other Third Lien Secured Parties, subordinate the Third Liens on the Collateral to the Priority Liens, the Second Liens and to such DIP Financing Liens, so long as the Third Lien Collateral Trustee, on behalf of the Third Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, with the same priority relative to the Priority Liens and the Second Liens as existed prior to the commencement of the case under the Bankruptcy Code. (c) Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, in its sole discretion, each of the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees not to propose or enter into any DIP Financing or support any DIP Financing except as permitted by clause (b) above; provided that the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, may propose or provide DIP Financing so long as (i) (A) such DIP Financing results in the Discharge of the Priority Lien Obligations concurrently with the incurrence of such DIP Financing or (B) either (1) the Priority Lien Agent shall have stated in writing that it will not make a proposal for DIP Financing, (2) the Priority Lien Agent has stated in writing that it is ceasing its efforts to provide a DIP Financing for which it has previously made a proposal (on its own behalf or on behalf of another Priority Lien Secured Party) or (3) NOG or any other Grantor has delivered a request for DIP Financing to the Priority Lien Agent (which request the Grantor agrees to share concurrently with the Second Lien Agent) and thirty (30) calendar days shall have expired without delivery of a bona fide proposal in good faith for DIP Financing to NOG from the Priority Lien Agent (on its own behalf or on behalf of another Priority Lien Secured Party) (provided further, that, if prior to consummation of a DIP Financing provided by any Second Lien Secured Party, the Priority Lien Agent subsequently delivers a bona fide good faith proposal for a DIP Financing, then the Second Lien Secured Parties shall no longer be permitted to propose or provide a DIP Financing unless the conditions contained in the foregoing clauses (1) or (2) are subsequently satisfied), (ii) (A) such DIP Financing is secured by DIP Financing Liens that are subordinated (as set forth in Section 2.01) to the Priority Liens that existed prior to the commencement of the Insolvency or Liquidation Proceeding and all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties (unless such DIP Financing also causes the Discharge of Priority Lien Obligations to occur), (B) any replacement liens or superpriority claims granted to the Second Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing as adequate protection are subordinated (as set forth in Section 2.01) to the Priority Liens that existed prior to the commencement of the Insolvency or use of cash collateralLiquidation Proceeding and all Liens or superpriority claims granted in the Insolvency or Liquidation Proceeding to, with or for the same priority vis-à-vis benefit of, the Priority Lien Secured Parties (unless such DIP Financing also causes the Discharge of Priority Lien Obligations to occur), and (C) such DIP Financing does not include a “roll-up” of any Second Lien Obligations (unless such DIP Financing also causes the Discharge of Priority Lien Obligations to occur), (iii) the maximum principal amount of Debt permitted under such DIP Financing does not exceed $75,000,000 plus amounts permitted to be rolled up under clause (ii)(C) above, (iv) the terms of such DIP Financing do not require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof), and (v) any Liens such DIP Financing that does not result in the Discharge of Priority Lien Obligations shall be subject to the purchase option set forth in Section 4.02(dd) below. (d) Each of the Second Lien Agent, for itself and on behalf of each Second Lien Secured Parties constituting DIP Financing LiensParty, and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if (1) the Priority Lien Agent or the requisite holders of Priority Lien Obligations shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral and (2) all Second Liens and Third Liens on the Collateral securing the Second Lien Obligations and the Third Lien Obligations, as applicable, shall attach to the proceeds of such sale in the same respective priorities as set forth in this AgreementAgreement with respect to the Collateral. It is understood and agreed that notwithstanding anything above, the Second Lien Secured Parties shall retain at all times their right to “credit bid” the Second Lien Obligations in accordance with Section 3.01(c) in connection with any sale or Disposition of any Collateral (Cor any portion thereof) if under Section 363 of the Bankruptcy Code or any amount other provision of such the Bankruptcy Code. (e) Each of the Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (that are granted in a manner that is consistent with this Agreement), request for adequate protection or cash collateral is applied to repay any administrative expense priority under Section 364 of the ObligationsBankruptcy Code. (f) The Second Lien Agent, such amount is applied pursuant for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Agent nor any other Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to Section 2.01any motion, and (D) if any relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral.except that

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, Sub Holdco, the Borrower Company, or any of its the Company’s Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralSenior Secured Obligations Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or Senior Representative, shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (and ii) such DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens upon any property of the estate in such Insolvency or Liquidation Proceeding or (iiii) such DIP Financing shall not provide that cash collateral consisting of ABL First Lien Collateral (including ABL First Lien Collateral arising after the commencement of such Insolvency Proceeding) shall be required to be remitted to the ABL Agent in accordance with the ABL Debt Documents for permanent application to the ABL Debt Obligations unless otherwise agreed by the ABL Agent. To the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Senior Liens, the Junior Representative will, for itself and on behalf of the other Junior Secured Obligations Secured Parties of the applicable Series, subordinate the Junior Liens on the Senior Secured Obligations Collateral to the Senior Liens on any such Shared Collateral for and the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior Secured Obligations Secured Parties of each Series retain the benefit of their valid, perfected and unvoidable Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy Case, Code. Nothing in this Agreement shall limit (Bx) the right of any Senior Secured Obligations Secured Parties to consent to the use of each Series are granted Liens Senior Secured Obligations cash collateral or consent to or provide any DIP Financing on terms other than the terms set forth herein or (y) the right of any additional collateral pledged to any Junior Secured Obligations Secured Parties as adequate protection or otherwise in connection with to object to such DIP Financing or use of Senior Secured Obligations cash collateralcollateral on terms other than those set forth herein; provided that any Lien on ABL First Lien Collateral granted to any Term Loan Secured Parties shall be subject to the priorities set forth herein and any Lien on Term Loan First Lien Collateral granted to any ABL Secured Parties shall be subject to the priorities set forth herein. (c) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties shall have consented to such sale or disposition of such Senior Secured Obligations Collateral and all Senior Liens and Junior Liens will attach to the proceeds of the sale. (i) No Term Loan Secured Party shall oppose (or support the opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any ABL Secured Party for adequate protection with respect to ABL Agent’s Liens upon the ABL First Lien Collateral, with including any claim of any ABL Secured Party to post-petition interest as a result of the ABL Lien on the ABL First Lien Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of Term Loan First Lien Collateral), a request for the application of proceeds of ABL First Lien Collateral to the ABL Debt Obligations, and request for replacement Liens on post-petition assets of the same priority vis-à-vis type as the ABL First Lien Collateral, or (B) any objection by any ABL Secured Parties (other than Party to any motion, relief, action or proceeding based on such ABL Secured Party claiming a lack of adequate protection with respect to the ABL Liens in the ABL First Lien Collateral. In addition, the ABL Agent, for itself and on behalf of the ABL Secured Parties constituting DIP Financing Liens) as set forth Parties, may seek adequate protection of its junior interest in the Term Loan First Lien Collateral, subject to the provisions of this Agreement; provided, that (Cx) if any amount of such DIP Financing or cash collateral each Term Loan Debt Agent is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including protection in the form of periodic paymentsa replacement Lien on post-petition assets of the same type as the Term Loan First Lien Collateral, and (y) such adequate protection required by the ABL Agent is in connection with the form of a replacement Lien on post-petition assets of the same type as the Term Loan First Lien Collateral. Such Lien on post-petition assets of the same type as the Term Loan First Lien Collateral, if granted to the ABL Agent, will be subordinated to the adequate protection Liens granted in favor of each Pari Term Loan Debt Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of each Pari Term Loan Debt Agent or use any other Pari Term Loan Secured Party on such post-petition assets of cash collateralthe same type as the Term Loan First Lien Collateral. If the ABL Agent, for itself and on behalf of the ABL Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Term Loan First Lien Collateral in the form of a replacement Lien of the post-petition assets of the same type as the Term Loan First Lien Collateral, then the ABL Agent, for itself and the ABL Secured Parties, agrees that each Pari Term Loan Debt Agent shall also be granted a replacement Lien on such post petition assets as adequate protection of its senior interest in the Term Loan First Lien Collateral and that the ABL Agent’s replacement Lien shall be subordinated to the replacement Lien of each Pari Term Loan Debt Agent on the same basis as the Liens of the ABL Agent on the Term Loan First Lien Collateral are subordinated to the Liens of each Pari Term Loan Debt Agent on the Term Loan First Lien Collateral under this Agreement. If the ABL Agent or any ABL Secured Party receives as adequate protection a Lien on post-petition assets of the same type as the ABL First Lien Collateral, then such post-petition assets shall also constitute ABL First Lien Collateral to the extent of any allowed claim of the ABL Secured Parties secured by such adequate protection Lien and shall be subject to this Agreement. (ii) No ABL Secured Party shall oppose (or support the opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any Term Loan Secured Party for adequate protection of any Pari Term Loan Debt Agent’s Liens upon any of the Term Loan First Lien Collateral, including any claim of any Pari Term Loan Secured Party to post-petition interest as a result of any Pari Term Loan Liens on the Term Loan First Lien Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of ABL First Lien Collateral), a request for the application of proceeds of Term Loan First Lien Collateral to the Pari Term Loan Debt Obligations, and request for replacement Liens on postpetition assets of the same type as the Term Loan First Lien Collateral or (B) any objection by any Pari Term Loan Debt Secured Party to any motion, relief, action or proceeding based on such Pari Term Loan Debt Secured Party claiming a lack of adequate protection, with respect to any Pari Term Loan Debt Agent’s Liens in the Term Loan First Lien Collateral. In addition, any Pari Term Loan Debt Agent, for itself and on behalf of the applicable Pari Term Loan Debt Secured Parties, may seek adequate protection of its junior interest in the ABL First Lien Collateral, subject to the provisions of this Agreement; provided, that (x) the ABL Agent is granted adequate protection in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral, and (y) such adequate protection are applied pursuant required by such Pari Term Loan Debt Agent is in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral. Such Lien on post-petition assets of the same type as the ABL First Lien Collateral, if granted to Section 2.01; provided that the Secured Parties of each Series shall have a right to object any Pari Term Loan Debt Agent, will be subordinated to the grant of a Lien to secure the DIP Financing over any Collateral subject to adequate protection Liens granted in favor of the ABL Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the ABL Agent or any other ABL Secured Party on such postpetition assets of the same type as the ABL First Lien Collateral. If any Pari Term Loan Debt Agent, for itself and on behalf of any Pari Term Loan Debt Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the ABL First Lien Collateral in the form of a replacement Lien on the post-petition assets of the same type as the ABL First Lien Collateral, then such Pari Term Loan Debt Agent, for itself and the applicable Pari Term Loan Debt Secured Parties, agrees that the ABL Agent shall also be granted a replacement Lien on such post-petition assets as adequate protection of its senior interest in the ABL First Lien Collateral and that such Pari Term Loan Debt Agent’s replacement Lien shall be subordinated to the replacement Lien of the ABL Agent on the same basis as the Liens of such Pari Term Loan Debt Agent on the ABL First Lien Collateral are subordinated to the Liens of the ABL Agent on the ABL First Lien Collateral under this Agreement. If any Pari Term Loan Debt Agent or any Pari Term Loan Secured Party receives as adequate protection a Lien on post-petition assets of the same type as the Term Loan First Lien Collateral, then such post-petition assets shall also constitute Term Loan First Lien Collateral to the extent of any allowed claim of the applicable Pari Term Loan Debt Secured Parties secured by such adequate protection Lien and shall be subject to this Agreement. (e) Each of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Junior Secured Obligations Secured Parties receiving adequate protection waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of any election by the Senior Representative or any Senior Secured Obligations Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (f) Prior to Discharge of Senior Secured Debt Obligations and any DIP Financing provided by the Senior Secured Obligations Secured Parties, no Junior Secured Obligations Secured Party shall not object seek relief from the automatic stay in any Insolvency or Liquidation Proceeding with respect to any other Senior Secured Party receiving adequate protection comparable Obligations Collateral unless (i) otherwise con- sented to any adequate protection granted by the Senior Representative or (ii) the Senior Representative or Senior Secured Obligations Secured Parties shall seek relief from the automatic stay with respect to such Collateral to commence a lien enforcement action with respect to such Senior Secured Parties in connection with a DIP Financing or use of cash collateralObligations Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under Insolvency or Liquidation Proceeding by or against the Bankruptcy Code Borrower or any subsidiary of the Borrower. All references in this Agreement to the Borrower or any subsidiary of the Borrower or any other Bankruptcy Law, Grantor will include such Person or Persons as a debtor-in-possession and any other federal, state receiver or foreign bankruptcy, insolvency, receivership trustee for such Person or similar law by Persons in an Insolvency or against Holdings, Liquidation Proceeding. (b) If the Borrower or any of its Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter Active.18117613.5 have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (A) $1,000,000,000 plus (B) the aggregate face amount of any letters of credit issued and outstanding under Priority Lien Documents on the date of the commencement of such Insolvency or Liquidation Proceeding, or (iiii) to the terms of such DIP Financing provide for the sale of a substantial part of the Collateral or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Collateral Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the consent of the Priority Lien Agent, in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party agrees not to propose, support or enter into any DIP Financing. (Bd) The Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral provided that (a) all Priority Liens on any additional collateral pledged and Second Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement, Agreement or (Cb) if the net cash Proceeds of any amount Disposition under Section 363(b) of such the Bankruptcy Code are permanently applied to the DIP Financing or cash collateral is applied to repay the Priority Lien Obligations. (e) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens or administrative expense priority under Section 364 of the ObligationsBankruptcy Code (in each case that is granted in a manner that is consistent with this Agreement). (f) The Second Lien Collateral Agent, such amount is applied pursuant for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to Section 2.01any motion, and (D) if any relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Second Lien Secured Parties may: (A) freely seek and obtain relief granting adequate protection in the form of periodic paymentsa replacement lien co-extensive in all respects with, but subordinated (as set forth in Section (B) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations; and (g) The Second Lien Collateral Agent, for itself and on behalf of each of the other of the Second Lien Secured Parties waives any claim it or any such other Second Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in connection any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of the Borrower or any other Grantor unless (i) such plan is accepted by the Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses and cash collateralization of all letters of credit) on the effective date of such DIP Financing plan of reorganization, or use (ii) such plan provides on account of cash collateralthe Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by, or granted to, the proceeds Second Lien Collateral Agent are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein, the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The Second Lien Collateral Agent, for itself and on behalf of such adequate protection are applied each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall seek relief, pursuant to Section 2.01362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Priority Lien Agent. (j) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall oppose or seek to challenge any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Priority Lien Obligations consisting of post-petition interest, fees or expenses or cash collateralization of all letters of credit to the extent of the value of the Priority Liens (it being understood that such value will be determined without regard to the existence of the Second Liens on the Collateral) subject to the Priority Lien Cap. Neither the Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens on the Collateral; provided that if the Priority Lien Agent or any other Priority Lien Secured Parties Party shall have made any claim for post-petition interest, Active.18117613.5 fees or expenses in respect of the Priority Lien Obligations, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Collateral Agent or any Second Lien Secured Party. (k) Without the express written consent of the Priority Lien Agent, none of the Second Lien Collateral Agent or any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code subject to the Priority Lien Cap. (l) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent for itself and on behalf of each Series other Second Lien Secured Party agrees that, any distribution or recovery they may receive in respect of any Collateral shall have a right to object be segregated and held in trust and forthwith paid over to the grant of a Priority Lien to secure Agent for the DIP Financing over any Collateral subject to Liens in favor benefit of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Priority Lien Secured Parties in connection the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a DIP Financing court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party hereby appoints the Priority Lien Agent, and any officer or use agent of cash collateralthe Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(l) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(l), which appointment is irrevocable and coupled with an interest. (m) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that none of the Second Lien Collateral Agent or any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent. (n) Without the consent of the Priority Lien Agent in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party agrees it will not file an involuntary bankruptcy claim or seek the appointment of an examiner or a trustee for the Borrower or any of its subsidiaries. (o) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Holdings or any of its Restricted Subsidiaries. (b) If HoldingsOther than with respect to the Chapter 11 Cases (as defined in the Revolving Facility Credit Agreement), the Borrower and/or if Holdings or any other Grantor of its Restricted Subsidiaries shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralSenior Secured Obligations Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or a representative authorized by the Senior Secured Obligations Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (and (iii) to such DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens upon any property of the estate in such Insolvency or Liquidation Proceeding. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Senior Liens, the Junior Representative will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Junior Secured Obligations Secured Parties, each Non-Controlling Secured Party will subordinate its the Junior Liens with respect to such Shared Collateral on the same terms as Senior Secured Obligations Collateral to the Senior Liens of and the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior Secured Obligations Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Senior Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) Obligations Collateral as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties, or a representative authorized by the Senior Secured Obligations Secured Parties, shall have consented to such sale or disposition of such Senior Secured Obligations Collateral and all Senior Liens and Junior Liens will attach to the proceeds of the sale. (Bd) The holders of Junior Secured Obligations and the Junior Representative will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Junior Liens, and will not object to or contest (i) any request by the Senior Representative or the holders of Senior Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as Obligations for adequate protection or otherwise in connection with such DIP Financing (ii) any objection by the Senior Representative or use the holders of cash collateralSenior Secured Obligations to any motion, with relief, action or proceeding based on the same priority vis-à-vis the Secured Parties (other than any Liens Senior Representative or holders of the Senior Secured Parties constituting DIP Financing LiensObligations claiming a lack of adequate protection, except that the holders of Junior Secured Obligations and the Junior Representative may: (i) freely seek and obtain relief granting a Junior Lien co-extensive in all respects with, but subordinated (as set forth in this AgreementSection 2.01) to, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the holders of Senior Secured Obligations; (Cii) if freely vote on any amount plan of such DIP Financing reorganization or cash collateral is applied to repay similar dispositive restructuring plan; and (iii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the associated Discharge of Senior Secured Debt Obligations. (e) Each of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Junior Secured Obligations Secured Parties are granted adequate protection, including in waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the form Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of periodic paymentsany election by the Senior Representative or any Senior Secured Obligations Secured Parties, in connection with such DIP Financing or use of cash collateralany proceeding instituted under the Bankruptcy Code, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties application of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that Section 1111(b) of the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or Liquidation Proceeding by or against W&T or any subsidiary of W&T. All references in this Agreement to W&T or any subsidiary of W&T or any other Bankruptcy LawGrantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, or any other federalunless otherwise provided herein, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, clauses (b) through and including (o) of this Section 4.02 shall be in full force and effect in respect to the Borrower or any 1.5 Lien Agent and the 1.5 Lien Secured Parties at all times prior to the Discharge of its SubsidiariesPriority Lien Obligations. (b) If Holdings, the Borrower and/or W&T or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the 1.5 Lien Agent, for itself and on behalf of each 1.5 Lien Secured Party, agrees that neither it nor any other Bankruptcy Law1.5 Lien Secured Party, will raise any objection, contest or oppose, and each 1.5 Lien Secured Party (other than will waive any Controlling Secured Party claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (B) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof and (iII) to $100,000,000. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the 1.5 Lien Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other 1.5 Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the 1.5 Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens 1.5 Lien Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling 1.5 Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. Nothing in this Section 4.02(b) shall limit or impair the right of the 1.5 Lien Agent to object to any motion regarding DIP Financing or cash collateral to the extent that the objection could be asserted in an Insolvency Proceeding by unsecured creditors generally, is consistent with the other terms of this Section 4.02 and is not based on the status of any 1.5 Lien Secured Party as a holder of a Lien. (c) Prior to the Discharge of Priority Lien Obligations without the consent of the Priority Lien Agent, in its sole discretion, each of the 1.5 Lien Agent, for itself and on behalf of each 1.5 Lien Secured Party, agrees not to propose, support or enter into any DIP Financing provided that if no Priority Lien Secured Party offers to provide DIP Financing within the amount permitted under clause (B) of Section 4.02(b) on or before the date of the hearing to approve DIP Financing, then a 1.5 Lien Secured Parties of each Series are granted Liens on any additional collateral pledged Party may seek to any Secured Parties as adequate protection or otherwise in connection with provide such DIP Financing secured by Liens equal or use senior in priority to the Liens securing the Priority Lien Obligations and the Priority Lien Secured Parties may object thereto on any and all grounds; provided that such DIP Financing may not “roll-up” or otherwise refinance any pre-petition 1.5 Lien Obligations. (d) Prior to the Discharge of cash collateralPriority Lien Obligations, the 1.5 Lien Agent, for itself and on behalf of each 1.5 Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral and all Priority Liens, and 1.5 Liens will attach to the proceeds of the sale in the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. (e) The 1.5 Lien Agent, (C) if for itself and on behalf of each other 1.5 Lien Secured Party, waives any amount claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of such any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or cash collateral is applied to repay any administrative expense priority under Section 364 of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding Insolvency or Liquidation Proceeding under the Bankruptcy Code or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, the Borrower Issuer or any of its Subsidiariesother Guarantor. (b) If Holdings, the Borrower Issuer and/or any other Grantor Guarantor shall become subject to a case Insolvency or other proceedings Liquidation Proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each Priority Lien Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative Collateral Trustee (acting pursuant to an Act of any Controlling Required Secured Party, Parties) shall then oppose or object to such DIP Financing or such DIP Financing Liens or and/or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein)collateral, in each case so long as (A) the Priority Lien Secured Parties of each Series of Priority Lien Debt retain the benefit of their Priority Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Priority Lien Secured Parties (other than any Liens of the Priority Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy CaseInsolvency or Liquidation Proceeding, (B) the Priority Lien Secured Parties of each Series of Priority Lien Debt are granted Priority Liens on any additional collateral pledged to any Priority Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or and/or use of cash collateral, with the same priority vis-à-vis the Priority Lien Secured Parties (other than any Liens of the Priority Lien Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral.22

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against HoldingsParent, the Borrower PGI or any of its PGI’s Subsidiaries. (b) If HoldingsParent, the Borrower and/or PGI or any other Grantor of its Subsidiaries shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral with the consent of the DIP Lenders under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared Senior Secured Obligations Collateral, unless the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or Senior Representative, shall then oppose or object to such DIP Financing or in which case, each Junior Secured Obligations Secured Party may raise an objection to such DIP Financing Liens or such use of cash collateral only to the extent of and consistent in all respects with the opposition or objection of the Senior Secured Obligations Secured Parties or Senior Representative, as applicable (and (i) and, to the extent that such DIP Financing Liens are senior to the Liens on any or use of such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that cash collateral or such DIP Financing Liens are senior to, or rank equal in priority with pari passu with, the Liens Senior Liens, the Junior Representative will, for itself and on any such Shared Collateral granted to secure the Obligations behalf of the Controlling other Junior Secured Obligations Secured Parties, each Non-Controlling subordinate the Junior Liens on the Senior Secured Party will confirm Obligations Collateral to the priorities with respect to such Shared Collateral as set forth hereinSenior Liens and the DIP Financing Liens), in each case so long as (A) the Junior Secured Obligations Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy Case, Code. Nothing in this Agreement shall limit (Bx) the right of any Senior Secured Obligations Secured Parties to consent to the use of each Series are granted Liens cash collateral or consent to or provide any DIP Financing on terms other than the terms set forth herein or (y) the right of any additional collateral pledged to any Junior Secured Obligations Secured Parties as adequate protection or otherwise in connection with to object to such DIP Financing or use of Senior Secured Obligations cash collateralcollateral on terms other than those set forth herein; provided that any Lien on ABL First Lien Collateral securing any DIP Financing provided by any Noteholder Lien Secured Parties shall be subject to the priorities set forth herein and any Lien on Noteholder First Lien Collateral securing any DIP Financing provided by any ABL Secured Parties shall be subject to the priorities set forth herein. (c) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties shall have consented to such sale or disposition of such Senior Secured Obligations Collateral and all Senior Liens and Junior Liens will attach to the proceeds of the sale. (i) No Noteholder Lien Secured Party shall object to or oppose (or support the objection or opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any ABL Secured Party for adequate protection with respect to ABL Agent’s Liens upon the ABL First Lien Collateral, with including any claim of any ABL Secured Party to post-petition interest as a result of the ABL Lien on the ABL First Lien Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of Noteholder First Lien Collateral), a request for the application of proceeds of ABL First Lien Collateral to the ABL Debt Obligations, and request for replacement Liens on post-petition assets of the same priority vis-à-vis type as the ABL First Lien Collateral, or (B) any objection or opposition by any ABL Secured Parties (other than Party to any motion, relief, action or proceeding based on such ABL Secured Party claiming a lack of adequate protection with respect to the ABL Liens in the ABL First Lien Collateral. In addition, the ABL Agent, for itself and on behalf of the ABL Secured Parties constituting DIP Financing Liens) as set forth Parties, may seek adequate protection of its junior interest in the Noteholder First Lien Collateral, subject to the provisions of this Agreement; provided, that (Cx) if any amount of such DIP Financing or cash collateral the Noteholder Collateral Agent is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including protection in the form of periodic paymentsa replacement Lien on post-petition assets of the same type as the Noteholder First Lien Collateral, in connection with such DIP Financing or use of cash collateral, the proceeds of and (y) such adequate protection are applied pursuant to Section 2.01; provided that required by the Secured Parties ABL Agent is in the form of each Series shall have a right to object replacement Lien on post-petition assets of the same type as the Noteholder First Lien Collateral. Such Lien on post-petition assets of the same type as the Noteholder First Lien Collateral, if granted to the grant of a Lien ABL Agent, will be subordinated to secure the DIP Financing over any Collateral subject to adequate protection Liens granted in favor of the Noteholder Collateral Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the Noteholder Collateral Agent or any other Noteholder Lien Secured Party on such post-petition assets of the same type as the Noteholder First Lien Collateral. If the ABL Agent, for itself and on behalf of the ABL Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Noteholder First Lien Collateral in the form of a replacement Lien of the post-petition assets of the same type as the Noteholder First Lien Collateral, then the ABL Agent, for itself and the ABL Secured Parties, agrees that the Noteholder Collateral Agent shall also be granted a replacement Lien on such post-petition assets as adequate protection of its senior interest in the Noteholder First Lien Collateral and that the ABL Agent’s replacement Lien shall be subordinated to the replacement Lien of the Noteholder Collateral Agent on the same basis as the Liens of the ABL Agent on the Noteholder First Lien Collateral are subordinated to the Liens of the Noteholder Collateral Agent on the Noteholder First Lien Collateral under this Agreement. If the ABL Agent or any ABL Secured Party receives as adequate protection a Lien on post-petition assets of the same type as the ABL First Lien Collateral, then such post-petition assets shall also constitute ABL First Lien Collateral to the extent of any allowed claim of the ABL Secured Parties secured by such adequate protection Lien and shall be subject to this Agreement. (ii) No ABL Secured Party shall object to or oppose (or support the objection or opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any Noteholder Lien Secured Party for adequate protection of the Noteholder Collateral Agent’s Liens upon any of the Noteholder First Lien Collateral, including any claim of any Noteholder Lien Secured Party to post-petition interest as a result of the Noteholder Lien on the Noteholder First Lien Collateral (so long as any post-petition interest paid as a result thereof is paid solely from the proceeds of Noteholder First Lien Collateral), a request for the application of proceeds of Noteholder First Lien Collateral to the Noteholder Debt Obligations, and request for replacement Liens on post-petition assets of the same type as the Noteholder First Lien Collateral or (B) any objection or opposition by any Noteholder Lien Secured Party to any motion, relief, action or proceeding based on such Series or Noteholder Lien Secured Party claiming a lack of adequate protection with respect to Noteholder Collateral Agent’s Liens in the Noteholder First Lien Collateral. In addition, the Noteholder Collateral Agent, for itself and on behalf of the Noteholder Secured Parties, may seek adequate protection of its Authorized Representative that shall not constitute Shared junior interest in the ABL First Lien Collateral, subject to the provisions of this Agreement; and provided, furtherthat (x) the ABL Agent is granted adequate protection in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral, and (y) such adequate protection required by the Noteholder Collateral Agent is in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral. Such Lien on post-petition assets of the same type as the ABL First Lien Collateral, if granted to the Noteholder Collateral Agent, will be subordinated to the adequate protection Liens granted in favor of the ABL Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the ABL Agent or any other ABL Secured Party on such post-petition assets of the same type as the ABL First Lien Collateral. If the Noteholder Collateral Agent, for itself and on behalf of the Noteholder Lien Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the ABL First Lien Collateral in the form of a replacement Lien on the post-petition assets of the same type as the ABL First Lien Collateral, then the Noteholder Collateral Agent, for itself and the Noteholder Lien Secured Parties, agrees that the ABL Agent shall also be granted a replacement Lien on such post-petition assets as adequate protection of its senior interest in the ABL First Lien Collateral and that the Noteholder Collateral Agent’s replacement Lien shall be subordinated to the replacement Lien of the ABL Agent on the same basis as the Liens of the Noteholder Collateral Agent on the ABL First Lien Collateral are subordinated to the Liens of the ABL Agent on the ABL First Lien Collateral under this Agreement. If the Noteholder Collateral Agent or any Noteholder Lien Secured Party receives as adequate protection a Lien on post-petition assets of the same type as the Noteholder First Lien Collateral, then such post-petition assets shall also constitute Noteholder First Lien Collateral to the extent of any allowed claim of the Noteholder Lien Secured Parties receiving secured by such adequate protection Lien and shall not object be subject to this Agreement. (e) Prior to Discharge of the Senior Secured Debt Obligations and any DIP Financing provided by the Senior Secured Obligations Secured Parties, no Junior Secured Obligations Secured Party shall seek relief from the automatic stay in any Insolvency or Liquidation Proceeding with respect to any other Senior Secured Party receiving adequate protection comparable Obligations Collateral unless (i) otherwise consented to any adequate protection granted by the Senior Representative or (ii) the Senior Representative or Senior Secured Obligations Secured Parties shall have previously sought relief from the automatic stay with respect to such Collateral to commence a lien enforcement action with respect to such Senior Secured Parties in connection with a DIP Financing or use of cash collateralObligations Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under Insolvency or Liquidation Proceeding by or against the Bankruptcy Code Parent Borrower, any of the Parent Borrower’s Subsidiaries or any other Grantor. Without limiting the generality of the foregoing, the provisions of this Agreement are intended to be and shall be enforceable as a “subordination agreement” under Section 510(a) of the Bankruptcy Law, Code. All references to the Parent Borrower or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, Grantor shall include the Parent Borrower or any of its Subsidiariesother Grantor as debtor and debtor-in-possession and any receiver or trustee for such person in any Insolvency or Liquidation Proceeding. (b) If Holdingsany Grantor is subject to an Insolvency or Liquidation Proceeding while the ABL Debt Obligations and the Fixed Assets Debt Obligations are outstanding, each ABL Secured Party will (x) raise no objection to, nor support any other person objecting to, and will be deemed to have consented to, the Borrower and/or use of any other Grantor shall become subject to a case or other proceedings Fixed Assets Priority Collateral constituting cash collateral under Section 363(a) of the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing comparable law (“DIP FinancingFixed Assets Cash Collateral”) to be provided by one ), or more lenders (the “DIP Lenders”) any post-petition financing under Section 364 of the Bankruptcy Code to be secured by all or any equivalent provision portion of the Fixed Assets Priority Collateral (but not any other Bankruptcy Law asset other than ABL Priority Collateral, subject to the proviso below), or any comparable law (which may include a “roll-up” or “roll-over” of all or any of the Fixed Assets Debt Obligations), whether provided by any Fixed Assets Debt Secured Party or other person, but in each case to the extent approved for such purpose by the Controlling Fixed Assets Debt Agent (a “Fixed Assets DIP Financing”), (y) not request or accept adequate protection or any other relief in connection with the use of cash collateral under Section 363 such Fixed Assets Cash Collateral or such Fixed Assets DIP Financing (subject to certain exceptions including as hereinafter described) and (z) subordinate the Liens of the Bankruptcy Code or any equivalent provision of any ABL Agent and the other Bankruptcy Law, each ABL Secured Party Parties on the Fixed Assets Priority Collateral (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Partybut not the ABL Priority Collateral) agrees that it will raise no objection to any such financing or to (A) the Liens on the Shared Fixed Assets Priority Collateral securing the same (“such Fixed Assets DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such the Liens securing the Fixed Assets DIP Financing Liens are pari passu or senior in priority to the Liens on securing the Fixed Assets Debt Obligations), (B) any such Shared Collateral for adequate protection provided to the benefit of the Controlling Fixed Assets Debt Secured Parties, each Non-Controlling Secured Party will subordinate its Liens Parties with respect to such Shared Fixed Assets Priority Collateral and (C) any surcharge, professional fee and U.S. trustee or clerk of the court fee “carve-outs” from the Fixed Assets Priority Collateral, in each case, to be paid prior to the discharge of each of the Fixed Assets Debt Obligations, in each case, on the same terms as the Liens of the Controlling ABL Secured Parties are subordinated to the Liens granted with respect to such Fixed Assets DIP Financing; provided that (other than i) any Liens of any Secured Parties constituting Lien on ABL Priority Collateral to secure such Fixed Assets DIP Financing Liens) are subordinated thereto, is subordinate to the Lien on the ABL Priority Collateral securing the ABL Debt Obligations and (ii) to the extent that such terms of the Fixed Assets DIP Financing Liens rank equal in priority with do not compel the Liens on any such Shared Collateral granted applicable Grantor to secure the Obligations seek confirmation of a specific plan of reorganization for which all or substantially all of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement material terms of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Secured Parties of each Series plan are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such the Fixed Assets DIP Financing documentation or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralrelated documents.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the any Borrower or any subsidiary of its Subsidiariesthe Parent Company. (b) If Holdings, the Borrower and/or Parent Company or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (ii) such DIP Financing Liens are neither senior to, nor rank pari passu with, the Priority Liens upon any property of the estate in such Insolvency or Liquidation Proceeding or (iii) the maximum principal amount of Indebtedness permitted under such DIP Financing exceeds the sum of (x) the amount of Priority Lien Obligations refinanced with the proceeds thereof and (iy) to $35,000,000. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Collateral Trustee will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Trustee, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Without the consent of the Priority Lien Agent, (B) the Secured Parties Second Lien Collateral Trustee, for itself and on behalf of each Series are granted Liens on Second Lien Secured Party, agrees not to propose, support or enter into any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with DIP Financing, if the effect of such DIP Financing would be that the Second Lien Obligations would no longer be subordinated to the Priority Lien Obligations in the manner set forth in this Agreement, or use the Second Lien Secured Parties would recover any payments they are not otherwise entitled to under this Agreement, including by way of cash collateraladequate protection. (d) The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition of such Collateral and all Priority Liens and Second Liens will attach to the proceeds of the sale in the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. (e) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (Cgranted in a manner that is consistent with this Agreement) if or administrative expense priority under Section 364 of the Bankruptcy Code. (f) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Trustee nor any amount other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties claiming a lack of adequate protection, except that the Second Lien Secured Parties may: (i) freely seek and obtain relief granting a Second Lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01) to, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (ii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations. (g) The Second Lien Collateral Trustee, for itself and on behalf of each of the other of the Second Lien Secured Parties, waives any claim the Second Lien Collateral Trustee or any such other Second Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall support or vote for any plan of reorganization or disclosure statement of the Parent Company or any other Grantor unless (i) such plan is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the effective date of such DIP Financing plan of reorganization, or cash collateral is applied to repay any (ii) such plan provides on account of the Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof, and such plan also provides that any Liens retained by, or granted to, the Second Lien Collateral Trustee are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral, and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature, on account of the Priority Lien Obligations or the Second Lien Obligations, such amount is applied plan provides that any such deferred cash payments or other distributions in respect of the Second Lien Obligations shall be delivered to the Priority Lien Agent and distributed in accordance with the priorities provided in this Agreement. Except as provided herein, the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that until the Discharge of Priority Lien Obligations has occurred, neither Second Lien Collateral Trustee nor any Second Lien Secured Party shall seek relief, pursuant to Section 2.01362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Agent. (j) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither Second Lien Collateral Trustee nor any other Second Lien Secured Party shall oppose or seek to challenge any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Priority Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Priority Liens (D) if it being understood that such value will be determined without regard to the existence of the Second Liens on the Collateral). Neither Priority Lien Agent nor any other Priority Lien Secured Parties are granted adequate protectionParty shall oppose or seek to challenge any claim by the Second Lien Collateral Trustee or any other Second Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, including in fees or expenses to the form extent of periodic payments, in connection with such DIP Financing or use the value of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01Second Liens on the Collateral; provided that if the Priority Lien Agent or any other Priority Lien Secured Parties Party shall have made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Collateral Trustee or any Second Lien Secured Party. (k) So long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Agent, neither Second Lien Collateral Trustee nor any other Second Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code. (l) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Trustee for itself and on behalf of each Series shall have a right to object to other Second Lien Secured Party, agrees that, any distribution or recovery they may receive with respect to, or allocable to, the grant value of a Lien to secure the DIP Financing over any assets constituting Collateral subject to Liens an enforceable Lien in favor of the Second Lien Secured Parties or any proceeds thereof shall (for so long as the Discharge of such Series or its Authorized Representative that shall Priority Lien Obligations has not constitute Shared Collateral; occurred) be segregated and provided, further, that held in trust and forthwith paid over to the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Priority Lien Agent for the benefit of the Priority Lien Secured Parties in connection the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Trustee that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a DIP Financing court of competent jurisdiction may otherwise direct. Until the Discharge of Priority Lien Obligations occurs, the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or use agent of cash collateralthe Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(l) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(l), which appointment is irrevocable and coupled with an interest.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or Liquidation Proceeding by or against any Borrower or any subsidiary of EXXI. All references in this Agreement to EXXI or any subsidiary of EXXI or any other Bankruptcy LawGrantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, or any other federalunless otherwise provided herein, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, clauses (b) through and including (o) shall be in full force and effect prior to the Borrower or any Discharge of its SubsidiariesPriority Lien Obligations and clauses (p) through and including (cc) shall be in full force and effect following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations. (b) If Holdings, the Borrower and/or EXXI or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, (x) the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party and (y) the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that neither it nor any other than Third Lien Secured Party, will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party and Third Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (x) the amount of Priority Lien Obligations refinanced with the proceeds thereof and (iy) to $150,000,000. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, (x) the Second Lien Collateral Trustee will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Trustee, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of and the Secured Parties constituting DIP Financing Liens) Third Liens as existed prior to the commencement of the case under the Bankruptcy Case, Code and (By) the Third Lien Collateral Trustee will, for itself and on behalf of the other Third Lien Secured Parties of each Series are granted Parties, subordinate the Third Liens on any additional collateral pledged the Collateral to any Secured Parties as adequate protection or otherwise in connection with the Priority Liens, the Second Liens and to such DIP Financing Liens, so long as the Third Lien Collateral Trustee, on behalf of the Third Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or use of cash collateralLiquidation Proceeding, with the same priority vis-à-vis relative to the Priority Liens and the Second Liens as existed prior to the commencement of the case under the Bankruptcy Code. (c) Without the consent of the Priority Lien Agent, in its sole discretion, each of the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees not to propose, support or enter into any DIP Financing. (d) Each of the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties (other than any shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral and all Priority Liens, Second Liens and Third Liens will attach to the proceeds of the Secured Parties constituting DIP Financing Liens) sale in the same respective priorities as set forth in this Agreement. (e) Each of the Second Lien Collateral Trustee, (C) if for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any amount claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of such any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or cash collateral is applied to repay any administrative expense priority under Section 364 of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or Liquidation Proceeding by or against XxxxXxxxx or any subsidiary of XxxxXxxxx. All references in this Agreement to XxxxXxxxx or any subsidiary of XxxxXxxxx or any other Bankruptcy Law, Grantor will include such Person or Persons as a debtor-in-possession and any other federal, state receiver or foreign bankruptcy, insolvency, receivership trustee for such Person or similar law by Persons in an Insolvency or against Holdings, the Borrower or any of its SubsidiariesLiquidation Proceeding. (b) If Holdings, the Borrower and/or XxxxXxxxx or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Subordinated Collateral Trustee, for itself and on behalf of each Subordinated Secured Party, agrees that neither it nor any other Bankruptcy Law, each Subordinated Secured Party (other than will raise any Controlling objection, contest or oppose, and each Subordinated Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral (and (i) to collateral. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Subordinated Collateral Trustee will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Subordinated Secured Parties, each Non-Controlling Secured Party will subordinate its the Subordinated Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Subordinated Collateral Trustee, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Subordinated Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the consent of the Priority Lien Agent, in the Priority Lien Agent’s sole discretion, the Subordinated Collateral Trustee, for itself and on behalf of each Subordinated Secured Party agrees not to propose, support or enter into any DIP Financing. (Bd) The Subordinated Collateral Trustee, for itself and on behalf of each Subordinated Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral and all Priority Liens on any additional collateral pledged and Subordinated Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. (e) The Subordinated Collateral Trustee, (C) if for itself and on behalf of each other Subordinated Secured Party, waives any amount claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of such any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or cash collateral is applied to repay any administrative expense priority under Section 364 of the ObligationsBankruptcy Code. (f) The Subordinated Collateral Trustee, such amount is applied pursuant for itself and on behalf of each other Subordinated Secured Party, agrees that neither the Subordinated Collateral Trustee nor any other Subordinated Secured Party, will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to Section 2.01any motion, and (D) if any relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Subordinated Secured Parties may: (A) freely seek and obtain relief granting adequate protection in the form of periodic paymentsa replacement lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (B) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations. (g) The Subordinated Collateral Trustee, for itself and on behalf of each of the Subordinated Secured Parties, waives any claim it or any other Subordinated Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in connection any proceeding instituted under the Bankruptcy Code, or the application of Section 1111(b) of the Bankruptcy Code. (h) The Subordinated Collateral Trustee, for itself and on behalf of each other Subordinated Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Subordinated Collateral Trustee nor any other Subordinated Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of XxxxXxxxx or any other Grantor unless such plan is supported by each class under such plan of Priority Lien Secured Parties in accordance with such DIP Financing Section 1126(c) of the Bankruptcy Code or use otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses and cash collateral, collateralization of all letters of credit) on the proceeds effective date of such adequate protection are applied plan of reorganization. (i) The Subordinated Collateral Trustee, for itself and on behalf of each other Subordinated Secured Party, agrees that neither the Subordinated Collateral Trustee nor any other Subordinated Secured Party shall seek relief, pursuant to Section 2.01362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Priority Lien Agent. (j) The Subordinated Collateral Trustee, for itself and on behalf of each other Subordinated Secured Party, agrees that neither the Subordinated Collateral Trustee nor any other Subordinated Secured Party shall oppose or seek to challenge any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Priority Lien Obligations consisting of post-petition interest, fees or expenses or cash collateralization of all letters of credit to the extent of the value of the Priority Liens (it being understood that such value will be determined without regard to the existence of the Subordinated Liens on the Collateral). Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge any claim by the Subordinated Collateral Trustee or any other Subordinated Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Subordinated Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Subordinated Liens on the Collateral; provided that if the Priority Lien Agent or any other Priority Lien Secured Parties Party shall have made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Subordinated Collateral Trustee or any Subordinated Secured Party. (k) Without the express written consent of the Priority Lien Agent, none of the Subordinated Collateral Trustee or any other Subordinated Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code. (l) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Subordinated Collateral Trustee for itself and on behalf of each Series other Subordinated Secured Party, agrees that, any distribution or recovery they may receive in respect of any Collateral shall have a right to object be segregated and held in trust and forthwith paid over to the grant of a Priority Lien to secure Agent for the DIP Financing over any Collateral subject to Liens in favor benefit of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Priority Lien Secured Parties in connection the same form as received without recourse, representation or warranty (other than a representation of the Subordinated Collateral Trustee that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a DIP Financing court of competent jurisdiction may otherwise direct. The Subordinated Collateral Trustee, for itself and on behalf of each other Subordinated Secured Party, hereby appoints the Priority Lien Agent, and any officer or use agent of cash collateralthe Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Subordinated Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(l) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(l), which appointment is irrevocable and coupled with an interest. (m) The Subordinated Collateral Trustee, for itself and on behalf of each other Subordinated Secured Party, hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that none of the Subordinated Collateral Trustee or, any other Subordinated Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent. (n) Without the consent of the Priority Lien Agent in its sole discretion, the Subordinated Collateral Trustee, for itself and on behalf of each other Subordinated Secured Party, agrees it will not file an involuntary bankruptcy claim or seek the appointment of an examiner or a trustee for XxxxXxxxx or any of its subsidiaries. (o) The Subordinated Collateral Trustee, for itself and on behalf of each other Subordinated Secured Party, waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral, except as expressly permitted by this Agreement.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under New York law, New York UCC 9-339 and Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under Insolvency or Liquidation Proceeding by or against the Bankruptcy Code Borrower or any subsidiary of the Borrower. All references in this Agreement to the Borrower or any subsidiary of the Borrower or any other Bankruptcy Law, Grantor will include such Person or Persons as a debtor-in-possession and any other federal, state receiver or foreign bankruptcy, insolvency, receivership trustee for such Person or similar law by Persons in an Insolvency or against Holdings, Liquidation Proceeding. (b) If the Borrower or any of its Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the New Senior Administrative Agent, for itself and on behalf of each New Senior Secured Party, agrees that neither it nor any other Bankruptcy Law, each New Senior Secured Party (other than will raise any Controlling objection, contest or oppose, and each New Senior Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing DIP Financing or to the Liens on the Shared Collateral securing the same such DIP Financing (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Existing Senior Administrative Agent or the Existing Senior Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (A) the amount of Existing Senior Obligations refinanced with the proceeds thereof (not including the amount of any Excess Existing Senior Obligations) and (iB) to the greater of (I) $475 million and (II) 15% of the sum of (x) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the Existing Senior Credit Documents plus (y) the aggregate face amount of any letters of credit issued and outstanding under the Existing Senior Credit Documents on the date of the commencement of such Insolvency or Liquidation Proceeding, or (iii) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are (x) senior to the Liens on any such Shared the Collateral securing the Secured Obligations, the New Senior Administrative Agent will, for the benefit itself and on behalf of the Controlling other New Senior Secured Parties, each Non-Controlling Secured Party will (A) agree to permit the Collateral Agent to subordinate its the Liens with respect to such Shared Collateral on the same terms as Collateral securing the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) New Senior Obligations to the extent that such DIP Financing Liens rank equal in priority with on the terms to which the Existing Senior Administrative Agent has agreed to subordinate the Existing Senior Obligations and (B) confirm that such Collateral shall be subject to the Allocation Provisions and (y) pari passu to the Liens on any such Shared the Collateral granted to secure securing the Obligations Secured Obligations, the New Senior Administrative Agent will, for itself and on behalf of the Controlling other New Senior Secured Parties, each Non-Controlling Secured Party will confirm that such Collateral shall be subject to the priorities with respect to such Shared Collateral as set forth herein)Allocation Provisions, in each case so long as (A) the Collateral Agent, on behalf of the New Senior Secured Parties of each Series retain the benefit of their Parties, retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding. (c) Prior to the Discharge of Existing Senior Obligations, without the consent of the Existing Senior Administrative Agent, in its sole discretion, the New Senior Administrative Agent, for itself and on behalf of each New Senior Secured Party agrees not to propose, support or enter into any DIP Financing. (d) The New Senior Administrative Agent, for itself and on behalf of each New Senior Secured Party agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) and if requested, will consent to a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such proceedingsale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Existing Senior Secured Parties shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral provided that (i) all Liens securing the Secured Obligations will attach to the proceeds of the sale subject to the Allocation Provisions or (ii) the net cash proceeds of any Disposition under Section 363(b) of the Bankruptcy Code are permanently applied to the DIP Financing or to the Secured Obligations pursuant to the Allocation Provisions. (e) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party waives any claim that may be had against the Existing Senior Administrative Agent or any other Existing Senior Secured Party arising out of any DIP Financing Liens or administrative expense priority under Section 364 of the Bankruptcy Code (in each case that is granted in a manner that is consistent with this Agreement). (f) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, agrees that neither the same priority visNew Senior Administrative Agent nor any other New Senior Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief), including for payment of Post-àPetition Interest, based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Existing Senior Administrative Agent or any other Existing Senior Secured Party for adequate protection, including for payment of Post-vis Petition Interest, or (ii) any objection by the Existing Senior Administrative Agent or any other Existing Senior Secured Party to any motion, relief, action or proceeding based on the Existing Senior Administrative Agent or Existing Senior Secured Parties claiming a lack of adequate protection, provided that: (A) The Existing Senior Administrative Agent, for itself on behalf of each other Existing Senior Secured Party, covenants and agrees that to the extent the Existing Senior Administrative Agent or any other Existing Senior Secured Party seeks and obtains relief granting adequate protection in the form of a replacement lien, adequate protection payments or additional collateral granted to, or for the benefit of, the Existing Senior Secured Parties, then such party shall, and shall take all action necessary to cause the other Existing Senior Administrative Agent and the Collateral Agent to, provide the benefits of such relief to the New Senior Secured Parties (other than any Liens of on the Secured Parties constituting DIP Financing Liens) as existed prior terms and subject to the commencement conditions of this Agreement, including the Bankruptcy Case, Allocation Provisions); (B) the New Senior Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as may freely seek and obtain relief granting adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic paymentssuperpriority claims to the same extent granted to the Existing Senior Secured Parties (on the terms and subject to the conditions of this Agreement, including the Allocation Provisions); and (C) the New Senior Secured Parties may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Existing Senior Obligations. (g) To the extent the New Senior Obligations and the Existing Senior Obligations are classified in the same class under a plan of reorganization, the New Senior Administrative Agent, for itself and on behalf of each of the other of the New Senior Secured Parties waives any claim it or any such other New Senior Secured Party may now or hereafter have against the Existing Senior Administrative Agent or any other Existing Senior Secured Party (or their representatives) arising out of any election by the Existing Senior Administrative Agent or any Existing Senior Secured Parties, in connection any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the New Senior Administrative Agent nor any other New Senior Secured Party shall support or vote to accept any plan of reorganization of the Borrower or any other Grantor unless (i) such plan is accepted by the Existing Senior Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the Discharge of Existing Senior Obligations on the effective date of such DIP Financing plan of reorganization or use (ii) (A) such plan provides on account of cash collateralthe Existing Senior Obligations for the retention by the Collateral Agent, for the benefit of the Secured Parties, of the Liens on the Collateral securing the Secured Obligations, and on all proceeds thereof whenever received, and (B) the New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, has agreed in writing (in a manner satisfactory to the Existing Senior Secured Parties holding at least a majority in aggregate principal amount of Existing Senior Obligations) that the New Senior Obligations shall benefit from such Liens subject to the Allocation Provisions. Except as provided herein, the proceeds New Senior Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The New Senior Administrative Agent, for itself and on behalf of such adequate protection are applied each other New Senior Secured Party, agrees that neither the New Senior Administrative Agent nor any other New Senior Secured Party shall seek relief (or support any other party seeking relief), pursuant to Section 2.01; provided 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Existing Senior Administrative Agent. (j) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, agrees that neither the New Senior Administrative Agent nor any other New Senior Secured Party shall oppose or seek to challenge any claim by the Existing Senior Administrative Agent or any other Existing Senior Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Existing Senior Obligations consisting of Post- Petition Interest or cash collateralization of all letters of credit to the extent of the value of the Liens securing the Secured Parties Obligations (it being understood that such value will be determined without regard to the existence of each Series the New Senior Obligations). (k) Without the express written consent of the Existing Senior Administrative Agent, none of the New Senior Administrative Agent or any other New Senior Secured Party shall have a right (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor determination of the Secured Parties extent of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Liens held by any of Secured Party receiving adequate protection comparable to or the value of any adequate protection granted to claims of any such Secured Parties in connection with a DIP Financing or use holder under Section 506(a) of cash collateral.the Bankruptcy Code or

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the any Borrower or any subsidiary of its Subsidiariesthe Parent Company. (b) If Holdings, the Borrower and/or Parent Company or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (ii) such DIP Financing Liens are neither senior to, nor rank pari passu with, the Priority Liens upon any property of the estate in such Insolvency or Liquidation Proceeding or (iii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (x) the amount of Priority Lien Obligations refinanced with the proceeds thereof and (iy) to the greater of (A) $150,000,000 and (B) 15% of the amount of the Priority Lien Principal Obligations outstanding at the time of such Insolvency or Liquidation Proceeding. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Collateral Trustee will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Trustee, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Without the consent of the Priority Lien Agent, (B) the Secured Parties Second Lien Collateral Trustee, for itself and on behalf of each Series are granted Liens on Second Lien Secured Party, agrees not to propose, support or enter into any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with DIP Financing, if the effect of such DIP Financing would be that the Second Lien Obligations would no longer be subordinated to the Priority Lien Obligations in the manner set forth in this Agreement, or use the Second Lien Secured Parties would recover any payments they are not otherwise entitled to under this Agreement, including by way of cash collateraladequate protection. (d) The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition of such Collateral and all Priority Liens and Second Liens will attach to the proceeds of the sale in the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. (e) The Second Lien Collateral Trustee, (C) if for itself and on behalf of each other Second Lien Secured Party, waives any amount claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of such any DIP Financing Liens (granted in a manner that is consistent with this Agreement) or cash collateral is applied to repay any administrative expense priority under Section 364 of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Holdings or any of its Restricted Subsidiaries. (b) If HoldingsOther than with respect to the Chapter 11 Cases (as defined in the Revolving Facility Credit Agreement), the Borrower and/or if Holdings or any other Grantor of its Restricted Subsidiaries shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralSenior Secured Obligations Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or a representative authorized by the Senior Secured Obligations Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (and (iii) to such DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens upon any property of the estate in such Insolvency or Liquidation Proceeding. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Senior Liens, the Junior Representative will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Junior Secured Obligations Secured Parties, each Non-Controlling Secured Party will subordinate its the Junior Liens with respect to such Shared Collateral on the same terms as Senior Secured Obligations Collateral to the Senior Liens of and the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior Secured Obligations Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Senior Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) Obligations Collateral as existed prior to the commencement of the case under the Bankruptcy Case, Code. (Bc) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties shall have consented to such sale or disposition of each Series are granted such Senior Secured Obligations Collateral and all Senior Liens on and Junior Liens will attach to the proceeds of the sale. (d) The holders of Junior Secured Obligations and the Junior Representative will not file or prosecute in any additional collateral pledged Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Junior Liens, and will not object to or contest (i) any request by the Senior Representative or the holders of Senior Secured Parties as Obligations for adequate protection or otherwise in connection with such DIP Financing (ii) any objection by the Senior Representative or use the holders of cash collateralSenior Secured Obligations to any motion, with relief, action or proceeding based on the same priority vis-à-vis the Secured Parties (other than any Liens Senior Representative or holders of the Senior Secured Parties constituting DIP Financing LiensObligations claiming a lack of adequate protection, except that the holders of Junior Secured Obligations and the Junior Representative may: (i) freely seek and obtain relief granting a Junior Lien co-extensive in all respects with, but subordinated (as set forth in this AgreementSection 2.01) to, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the holders of Senior Secured Obligations; (Cii) if freely vote on any amount plan of such DIP Financing reorganization or cash collateral is applied to repay similar dispositive restructuring plan; and (iii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the associated Discharge of Senior Secured Debt Obligations. (e) Each of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Junior Secured Obligations Secured Parties are granted adequate protection, including in waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the form Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of periodic paymentsany election by the Senior Representative or any Senior Secured Obligations Secured Parties, in connection with such DIP Financing or use of cash collateralany proceeding instituted under the Bankruptcy Code, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties application of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that Section 1111(b) of the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under New York law, New York UCC 9-339 and Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under Insolvency or Liquidation Proceeding by or against the Bankruptcy Code Borrower or any subsidiary of the Borrower. All references in this Agreement to the Borrower or any subsidiary of the Borrower or any other Bankruptcy Law, Grantor will include such Person or Persons as a debtor-in-possession and any other federal, state receiver or foreign bankruptcy, insolvency, receivership trustee for such Person or similar law by Persons in an Insolvency or against Holdings, Liquidation Proceeding. (b) If the Borrower or any of its Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the New Senior Administrative Agent, for itself and on behalf of each New Senior Secured Party, agrees that neither it nor any other Bankruptcy Law, each New Senior Secured Party (other than will raise any Controlling objection, contest or oppose, and each New Senior Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing DIP Financing or to the Liens on the Shared Collateral securing the same such DIP Financing (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Existing Senior Administrative Agent or the Existing Senior Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (A) the amount of Existing Senior Obligations refinanced with the proceeds thereof (not including the amount of any Excess Existing Senior Obligations) and (iB) to the greater of (I) $475 million and (II) 15% of the sum of (x) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the Existing Senior Credit Documents plus (y) the aggregate face amount of any letters of credit issued and outstanding under the Existing Senior Credit Documents on the date of the commencement of such Insolvency or Liquidation Proceeding, or (iii) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are (x) senior to the Liens on any such Shared the Collateral securing the Secured Obligations, the New Senior Administrative Agent will, for the benefit itself and on behalf of the Controlling other New Senior Secured Parties, each Non-Controlling Secured Party will (A) agree to permit the Collateral Agent to subordinate its the Liens with respect to such Shared Collateral on the same terms as Collateral securing the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) New Senior Obligations to the extent that such DIP Financing Liens rank equal in priority with on the terms to which the Existing Senior Administrative Agent has agreed to subordinate the Existing Senior Obligations and (B) confirm that such Collateral shall be subject to the Allocation Provisions and (y) pari passu to the Liens on any such Shared the Collateral granted to secure securing the Obligations Secured Obligations, the New Senior Administrative Agent will, for itself and on behalf of the Controlling other New Senior Secured Parties, each Non-Controlling Secured Party will confirm that such Collateral shall be subject to the priorities with respect to such Shared Collateral as set forth herein)Allocation Provisions, in each case so long as (A) the Collateral Agent, on behalf of the New Senior Secured Parties of each Series retain the benefit of their Parties, retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding. (c) Prior to the Discharge of Existing Senior Obligations, without the consent of the Existing Senior Administrative Agent, in its sole discretion, the New Senior Administrative Agent, for itself and on behalf of each New Senior Secured Party agrees not to propose, support or enter into any DIP Financing. (d) The New Senior Administrative Agent, for itself and on behalf of each New Senior Secured Party agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) and if requested, will consent to a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such proceedingsale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the Existing Senior Secured Parties shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral provided that (i) all Liens securing the Secured Obligations will attach to the proceeds of the sale subject to the Allocation Provisions or (ii) the net cash proceeds of any Disposition under Section 363(b) of the Bankruptcy Code are permanently applied to the DIP Financing or to the Secured Obligations pursuant to the Allocation Provisions. (e) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party waives any claim that may be had against the Existing Senior Administrative Agent or any other Existing Senior Secured Party arising out of any DIP Financing Liens or administrative expense priority under Section 364 of the Bankruptcy Code (in each case that is granted in a manner that is consistent with this Agreement). (f) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, agrees that neither the same priority visNew Senior Administrative Agent nor any other New Senior Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief), including for payment of Post-àPetition Interest, based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Existing Senior Administrative Agent or any other Existing Senior Secured Party for adequate protection, including for payment of Post-vis Petition Interest, or (ii) any objection by the Existing Senior Administrative Agent or any other Existing Senior Secured Party to any motion, relief, action or proceeding based on the Existing Senior Administrative Agent or Existing Senior Secured Parties claiming a lack of adequate protection, provided that: (A) The Existing Senior Administrative Agent, for itself on behalf of each other Existing Senior Secured Party, covenants and agrees that to the extent the Existing Senior Administrative Agent or any other Existing Senior Secured Party seeks and obtains relief granting adequate protection in the form of a replacement lien, adequate protection payments or additional collateral granted to, or for the benefit of, the Existing Senior Secured Parties, then such party shall, and shall take all action necessary to cause the other Existing Senior Administrative Agent and the Collateral Agent to, provide the benefits of such relief to the New Senior Secured Parties (other than any Liens of on the Secured Parties constituting DIP Financing Liens) as existed prior terms and subject to the commencement conditions of this Agreement, including the Bankruptcy Case, Allocation Provisions); (B) the New Senior Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as may freely seek and obtain relief granting adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic paymentssuperpriority claims to the same extent granted to the Existing Senior Secured Parties (on the terms and subject to the conditions of this Agreement, including the Allocation Provisions); and (C) the New Senior Secured Parties may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Existing Senior Obligations. (g) To the extent the New Senior Obligations and the Existing Senior Obligations are classified in the same class under a plan of reorganization, the New Senior Administrative Agent, for itself and on behalf of each of the other of the New Senior Secured Parties waives any claim it or any such other New Senior Secured Party may now or hereafter have against the Existing Senior Administrative Agent or any other Existing Senior Secured Party (or their representatives) arising out of any election by the Existing Senior Administrative Agent or any Existing Senior Secured Parties, in connection any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the New Senior Administrative Agent nor any other New Senior Secured Party shall support or vote to accept any plan of reorganization of the Borrower or any other Grantor unless (i) such plan is accepted by the Existing Senior Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the Discharge of Existing Senior Obligations on the effective date of such DIP Financing plan of reorganization or use (ii) (A) such plan provides on account of cash collateralthe Existing Senior Obligations for the retention by the Collateral Agent, for the benefit of the Secured Parties, of the Liens on the Collateral securing the Secured Obligations, and on all proceeds thereof whenever received, and (B) the New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, has agreed in writing (in a manner satisfactory to the Existing Senior Secured Parties holding at least a majority in aggregate principal amount of Existing Senior Obligations) that the New Senior Obligations shall benefit from such Liens subject to the Allocation Provisions. Except as provided herein, the proceeds New Senior Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The New Senior Administrative Agent, for itself and on behalf of such adequate protection are applied each other New Senior Secured Party, agrees that neither the New Senior Administrative Agent nor any other New Senior Secured Party shall seek relief (or support any other party seeking relief), pursuant to Section 2.01; provided 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Existing Senior Administrative Agent. (j) The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, agrees that neither the New Senior Administrative Agent nor any other New Senior Secured Party shall oppose or seek to challenge any claim by the Existing Senior Administrative Agent or any other Existing Senior Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Existing Senior Obligations consisting of Post-Petition Interest or cash collateralization of all letters of credit to the extent of the value of the Liens securing the Secured Parties of each Series shall have a right to object Obligations (it being understood that such value will be determined without regard to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor existence of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralNew Senior Obligations).

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under Insolvency or Liquidation Proceeding by or against the Bankruptcy Code Company or any other Bankruptcy Law, Grantor or any other federalof their respective subsidiaries or any action taken in such Insolvency or Liquidation Proceeding, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, including any attempted rejection under Section 365 of the Borrower Bankruptcy Code. All references in this Agreement to the Company or any of its Subsidiariessubsidiaries or any other Grantor will include such Person or Persons as a debtor‑in‑possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations. (b) If Holdings, the Borrower and/or Company or any other Grantor or any of their respective subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possessiondebtor(s)‑in‑possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Junior Lien Secured Party (other than will raise any Controlling objection to, contest or oppose, and each Junior Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have related to or in connection with, any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (B) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and (iII) $15.0 million, or (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than a sale or disposition pursuant to Section 363 of the Bankruptcy Code and with respect to which the Junior Lien Secured Parties are deemed to have consented pursuant to Section 4.02(d)) or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Junior Lien Representative will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Junior Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Junior Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Junior Lien Representative, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Junior Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the written consent of the Priority Lien Agent which consent is in its sole discretion, the Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees not to propose, support or enter into any DIP Financing. (Bd) The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, agrees that it shall be deemed to have consented to, and shall not object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral and all Priority Liens on any additional collateral pledged and Junior Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. Notwithstanding the foregoing in this Section 4.02(d), if the Junior Lien Purchasers have exercised their purchase option (Cor have committed to exercise their purchase option) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.013.06(a), Section 363 Objections shall be permitted to be made by the Junior Lien Representative or any Junior Lien Secured Party, but only so long as the Junior Lien Purchasers shall not have defaulted on their obligations to consummate the purchase of the Priority Lien Debt and other obligations contemplated by Section 3.06. (De) if The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, waives any claim that it may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code. (f) The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that neither the Junior Lien Representative nor any other Junior Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Junior Lien Secured Parties may: (i) freely seek and obtain relief granting adequate protection in the form of periodic paymentsa replacement Lien co‑extensive in all respects with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (ii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations; (g) The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, waives any claim it or any such other Junior Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in connection with such DIP Financing or use of cash collateralany proceeding instituted under the Bankruptcy Code, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties application of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that Section 1111(b) of the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralBankruptcy Code.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto, which for avoidance of doubt includes the Grantors, acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Company or any of its Subsidiariessubsidiaries. All references in this Agreement to the Company or any of its subsidiaries or any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise expressly provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations and clauses (g) and (p) through and including (cc) shall be in full force and effect prior to the Discharge of Second Lien Obligations. (b) If Holdings, the Borrower and/or Company or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders lenders, which may include the Priority Lien Secured Parties (with respect to a DIP Financing prior to the Discharge of the Priority Lien Obligations), or the Second Lien Representatives or Second Lien Secured Parties (which, for any DIP Financing proposed prior to the Discharge of the Priority Lien Obligations, shall be a Permitted Junior DIP Financing or a DIP Financing consented to by the Priority Lien Secured Parties) (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, (i) the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party and (ii) the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Secured Party, agrees that neither it nor any other than Third Lien Secured Party, will raise any Controlling objection, contest or oppose, and each Second Lien Secured Party and Third Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or cash collateral use or such DIP Financing Liens or use Liens, (B) the maximum principal amount of cash collateral indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations which shall be refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and (iII) $100,000,000, (C) the terms of such DIP Financing (I) provide for the sale or disposition of a substantial part of the Collateral and a Discharge of Priority Lien Obligations is not effected substantially contemporaneously with such sale or disposition or (II) require the confirmation of a plan of reorganization or liquidation containing specific terms or provisions other than repayment in cash of such DIP Financing on the effective date thereof or a Discharge of Priority Lien Obligations on the effective date thereof, (D) the terms of the proposed DIP Financing are not commercially reasonable under the circumstances (as reasonably determined in good faith by the Board of Directors of the Borrower), (E) the Second Lien Secured Parties or the Third Lien Secured Parties are not permitted to seek adequate protection to the extent that permitted by Section 4.02(f) or (F) such DIP Financing directly or indirectly provides for, or has the effect of providing for, the payment (whether in cash or otherwise) of any Excess Priority Lien Obligations prior to the Discharge of the Second Lien Obligations. To the extent such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, (1) the Second Lien Collateral Trustee will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Trustee, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of and the Secured Parties constituting DIP Financing Liens) Third Liens as existed prior to the commencement of the case under the Bankruptcy Case, Code and (B2) the Third Lien Collateral Agent will, for itself and on behalf of the other Third Lien Secured Parties of each Series are granted Parties, subordinate the Third Liens on any additional collateral pledged the Collateral to any Secured Parties as adequate protection or otherwise in connection with the Priority Liens, the Second Liens and to such DIP Financing Liens, so long as the Third Lien Collateral Agent, on behalf of the Third Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or use of cash collateralLiquidation Proceeding, with the same priority vis-à-vis relative to the Priority Liens and the Second Liens as existed prior to the commencement of the case under the Bankruptcy Code. All Liens granted to Priority Lien Agent or Second Lien Collateral Trustee or Third Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the parties to be and shall be deemed to be subject to the Lien priorities in Section 2.01 and the other terms and conditions of this Agreement. Notwithstanding anything in this Section 4.02(b) to the contrary, nothing shall preclude (i) the Priority Lien Secured Parties from proposing a DIP Financing or objecting to or opposing any DIP Financing on the basis that they are willing to provide a DIP Financing, and (other than ii) nothing shall preclude the Second Lien Representatives or Second Lien Secured Parties from proposing a Permitted Junior DIP Financing or objecting to or opposing any Liens DIP Financing on the basis that they are willing to provide a Permitted Junior DIP Financing. (c) Prior to the Discharge of Priority Lien Obligations, without the consent of the Priority Lien Agent and the Second Lien Collateral Agent, in their respective sole discretion, the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Secured Party, in each case, agrees not to propose, support or enter into any DIP Financing. Prior to the Discharge of the Priority Lien Obligations, each of the Priority Lien Agent, for itself and on behalf of each of the Priority Lien Secured Parties, agrees that the Second Lien Representatives and Second Lien Secured Parties constituting shall be entitled to propose to any Grantor a DIP Financing Liensthat (i) provides for Liens that are junior in priority to the Liens securing the Priority Lien Obligations (but senior in priority to the Liens securing the Excess Priority Lien Obligations) and (ii) permits the Priority Lien Secured Parties to seek adequate protection as set forth in this AgreementSection 4.02 (a “Permitted Junior DIP Financing”), (C) if any amount of such DIP Financing or cash collateral is applied to repay any without the consent of the ObligationsPriority Lien Collateral Agent or any Priority Lien Secured Party. The Third Lien Collateral Trustee agrees, such amount is applied pursuant to Section 2.01, for itself and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties on behalf of each Series shall have a right to object to the grant of a Third Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, furtherParty, that the Second Lien Representatives and the Second Lien Secured Parties receiving adequate protection shall not object be entitled to provide any Grantor with DIP Financing (a “Second Lien DIP Financing”) that is secured by Liens equal or senior in priority to the Liens securing any Second Lien Debt and Third Lien Debt, without the consent of the Third Lien Collateral Trustee or any Third Lien Secured Party, and that it will raise no objection to and will consent to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a Second Lien DIP Financing or use of cash collateralFinancing.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any similar or equivalent provision of any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Law by or against Holdings, the Borrower Company or any of its Subsidiaries. (b) If Holdings, the Borrower Company and/or any other Grantor shall become subject to a case an Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 363 or 364 of the Bankruptcy Code or any similar or equivalent provision of any other Bankruptcy Law Law, including for the avoidance of doubt, any such DIP Financing provided by the First Lien Priority Secured Parties as permitted under this Agreement, or the use of cash collateral under Section 363 of the Bankruptcy Code or any similar or equivalent provision of any other Bankruptcy Law, each First Lien Priority Secured Party (other than any Controlling Secured Party or the Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured Party, Agent shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Priority Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Priority Obligations of the Controlling Secured Parties, each Non-Non- Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Priority Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-vis- à-vis all the other First Lien Priority Secured Parties (other than any Liens of the First Lien Priority Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy CaseInsolvency or Liquidation Proceeding, (B) the First Lien Priority Secured Parties of each Series are granted Liens on any additional collateral pledged to any First Lien Priority Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the First Lien Priority Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral.,

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding Insolvency or Liquidation Proceeding by or the Borrower, any of the Borrower’s Subsidiaries or any Grantor. Without limiting the generality of the foregoing, the provisions of this Agreement are intended to be and shall be enforceable as a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings, Code. All references to the Borrower or any of its Subsidiariesother Grantor shall include the Borrower or any other Grantor as debtor and debtor-in-possession and any receiver, examiner, or trustee for such person in any Insolvency or Liquidation Proceeding. (bi) If Holdings, the Borrower and/or any other Grantor shall become be subject to any Insolvency or Liquidation Proceeding, and the ABL Agent or the ABL Secured Parties shall seek to provide any Grantor with, or consent to a case or other proceedings under the Bankruptcy Code or third party providing, any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or consent to any equivalent provision of any other Bankruptcy Law or order for the use of cash collateral constituting ABL First Lien Collateral under Section 363 of the Bankruptcy Code (each, an “ABL DIP Financing”), with such ABL DIP Financing to be secured by all or any equivalent provision portion of the Collateral (the “ABL DIP Financing Liens”) (including assets that, but for the application of Section 552 of the Bankruptcy Code, would be Collateral) (it being agreed that the ABL Agent and the ABL Secured Parties shall not propose any other Bankruptcy LawABL DIP Financing secured by the Term Loan First Lien Collateral in competition with the Term Loan Secured Parties without the consent of the Term Loan Agent), then each of the Term Loan Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) Parties agrees that it will raise no objection and will not support any objection to any such financing ABL DIP Financing or use of cash collateral or to the ABL DIP Financing Liens on the Shared Collateral grounds of a failure to provide “adequate protection” for the Liens of the Term Loan Secured Parties securing the same Term Loan Debt Obligations or on any other grounds (“and will not request any adequate protection solely as a result of such ABL DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared is ABL First Lien Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms except as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth hereinpermitted by Section 2.06(d)), in each case so long as as: (A) the Term Loan Secured Parties retain their Lien on the Collateral to secure the Term Loan Debt Obligations applicable to each of the Term Loan Secured Parties (in each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenderscase, including proceeds thereof arising after the commencement of an Insolvency or Liquidation Proceeding) and, as to the Term Loan First Lien Collateral only, such proceeding, with Lien has the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of such Insolvency or Liquidation Proceeding and any ABL DIP Financing Lien on the Bankruptcy Case, Term Loan First Lien Collateral is junior and subordinate to the Lien of the Term Loan Secured Parties on the Term Loan First Lien Collateral; (B) all Liens on ABL First Lien Collateral securing any such ABL DIP Financing shall be senior to or pari passu with the Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations on ABL First Lien Collateral; (C) the aggregate principal amount of each Series are granted Liens on any additional collateral pledged such ABL DIP Financing (including, for the avoidance of doubt, an ABL DIP Financing which Replaces in whole or in part the prepetition ABL Debt Obligations pursuant to a “roll-up” or “roll-over”), together with the aggregate outstanding amount of pre-petition ABL Debt Obligations then outstanding, does not exceed the Maximum ABL Facility Amount; and (D) the foregoing provisions of this Section 2.06(b)(i) shall not prevent the Term Loan Secured Parties from objecting to any provision in any ABL DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Insolvency or Liquidation Proceeding. (ii) If any Grantor shall be subject to any Insolvency or Liquidation Proceeding, and the Term Loan Agent or the Term Loan Secured Parties as adequate protection shall seek to provide any Grantor with, or otherwise in connection consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Term Loan First Priority Collateral under Section 363 of the Bankruptcy Code (each, a “Term Loan DIP Financing”), with such Term Loan DIP Financing to be secured by all or any portion of the Collateral (the “Term Loan DIP Financing Liens”) (including assets that, but for the application of Section 552 of the Bankruptcy Code, would be Collateral) (it being agreed that the Term Loan Agent and the Term Loan Secured Parties shall not propose any Term Loan DIP Financing secured by the ABL First Lien Collateral in competition with the ABL Secured Parties without the consent of the ABL Agent), then each of the ABL Secured Parties agrees that it will raise no objection and will not support any objection to such Term Loan DIP Financing or use of cash collateral, with collateral or to the same priority vis-à-vis Term Loan DIP Financing Liens on the Secured Parties (other than any grounds of a failure to provide “adequate protection” for the Liens of the ABL Secured Parties constituting DIP Financing Liens) securing the ABL Debt Obligations or on any other grounds (and will not request any adequate protection solely as set forth in this Agreement, (C) if any amount a result of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such Term Loan DIP Financing or use of cash collateralcollateral that is Term Loan First Priority Collateral except as permitted by Section 2.06(d)), so long as: (A) the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the ABL Secured Parties of each Series shall have a right to object to retain their Lien on the grant of a Lien Collateral to secure the ABL Debt Obligations owed to each of the Term Loan Secured Parties (in each case, including proceeds thereof arising after the commencement of an Insolvency or Liquidation Proceeding) and, as to the ABL First Lien Collateral only, such Lien has the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding and any Term Loan DIP Financing over any Lien on the ABL First Lien Collateral subject is junior and subordinate to Liens in favor the Lien of the ABL Secured Parties on the ABL First Lien Collateral; (B) all Liens on Term Loan First Priority Collateral securing any such Term Loan DIP Financing shall be senior to or pari passu with the Liens of the Term Loan Agent and the Term Loan Secured Parties securing the Term Loan Obligations on Term Loan First Priority Collateral; (C) the aggregate principal amount of such Series or its Authorized Representative that Term Loan DIP Financing, together with the aggregate outstanding amount of pre-petition Term Loan Debt Obligations then outstanding, does not exceed the Maximum Term Loan Amount; and (D) the foregoing provisions of this Section 2.06(b)(ii) shall not constitute Shared Collateral; and provided, further, that prevent the ABL Secured Parties receiving adequate protection shall not object from objecting to any other Secured Party receiving adequate protection comparable provision in any Term Loan DIP Financing relating to any adequate protection granted to such Secured Parties in connection with provision or content of a DIP Financing plan of reorganization or use other plan of cash collateralsimilar effect under any Insolvency or Liquidation Proceeding.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Holdings or any of its Subsidiariessubsidiaries. (b) If Holdings, the Borrower and/or Holdings or any other Grantor of its subsidiaries shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection or opposition (or join any third party in any objection or opposition), and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Senior Secured Obligations Collateral, or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or a representative authorized by the Senior Secured Obligations Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of such cash collateral or (and (iii) to such DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens upon any property of the estate in such Insolvency or Liquidation Proceeding. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Senior Liens, the Junior Representative will, on any such Shared Collateral for the benefit behalf of the Controlling other Junior Secured Obligations Secured Parties, each Non-Controlling Secured Party will subordinate its the Junior Liens with respect to such Shared Collateral on the same terms as Senior Secured Obligations Collateral to the Senior Liens of and the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior Representative on behalf of Junior Secured Obligations Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingthe Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Until the Discharge of the Senior Secured Debt Obligations, the Junior Representative, on behalf of itself and the Junior Secured Obligations Secured Parties, shall not seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Senior Secured Obligations Collateral, without the prior written consent of the Senior Representative. (d) The Junior Representative, on behalf of itself and the Junior Secured Obligations Secured Parties, shall not contest (or support any other Person contesting) (i) any request by the Senior Representative or the Senior Secured Obligations Secured Parties for adequate protection with respect to any Senior Secured Obligations Collateral or (ii) any objection by the Senior Representative or the Senior Secured Obligations Secured Parties to any motion, relief or proceeding based on the Senior Representative or the Senior Secured Obligations Secured Parties claiming a lack of adequate protection with respect to the Senior Secured Obligations Collateral. Notwithstanding the previous sentence, in any Insolvency or Liquidation Proceeding, (A) if the holders of Senior Secured Obligations (or any subset thereof) shall be granted adequate protection in the form of additional collateral in the nature of assets constituting Senior Secured Obligations Collateral in connection with any DIP Financing, then the Junior Representative, on behalf of itself or the Junior Secured Obligations 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 Senior Secured Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Senior Secured Obligations securing the Junior Secured Obligations are so subordinated to the Senior Secured Obligations under this Agreement, and (B) in the event the Junior Representative, on behalf of itself and the Junior Secured Obligations Secured Parties, seeks or requests adequate protection in respect of Senior Secured Obligations Collateral securing Junior Secured Obligations and such adequate protection is granted in the form of additional collateral in the nature of assets constituting Senior Secured Obligations Collateral, then the Junior Representative, on behalf of itself and the Junior Secured Obligations Secured Parties, agrees that the Senior Representative will also be granted a senior Lien on such additional collateral as security for the Senior Secured Obligations and for any such DIP Financing provided by the Senior Secured Obligations Secured Parties of each Series are granted and that any Lien on such additional collateral securing the Junior Secured Obligations will be subordinated to the Liens on such collateral securing the Senior Secured Obligations and any additional collateral pledged such DIP Financing provided by the Senior Secured Obligations Secured Parties (and all obligations relating thereto) and to any other Liens granted to Senior Secured Obligations Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with on the same priority vis-à-vis basis as the other Liens on Senior Secured Collateral securing the Junior Secured Obligations are so subordinated to such Senior Secured Obligations under this Agreement. (e) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties (other than any shall have consented to such sale or disposition of such Senior Secured Obligations Collateral and all Senior Liens and Junior Liens will attach to the proceeds of the sale. (f) The holders of Junior Secured Parties constituting DIP Financing Obligations and the Junior Representative will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Junior Liens, except that the holders of Junior Secured Obligations and the Junior Representative may: (i) freely seek and obtain relief granting a Junior Lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01) to, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the holders of Senior Secured Obligations; (ii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the associated Discharge of Senior Secured Debt Obligations; and (iii) freely vote on any plan of reorganization or similar dispositive restructuring plan. (g) If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor shall be distributed, pursuant to a plan or reorganization or similar dispositive restructuring plan, both on account of ABL Debt Obligations and on account of Priority Lien Obligations, then to the extent the debt obligations distributed on account of the ABL Debt Obligations and on account of the Priority Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement, (C) if any amount Agreement shall survive the distribution of such DIP Financing debt obligations pursuant to such plan and shall apply with like effect to the Liens securing such debt obligations. (h) Neither the Junior Representative nor any Junior Secured Obligations Secured Party shall oppose or seek to challenge any claim made by the Senior Representative or any Senior Secured Obligations Secured Party for allowance in any Insolvency or Liquidation Proceeding of Senior Secured Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of the Senior Secured Obligations Secured Parties on the Senior Secured Obligations Collateral, without regard to the existence of the Lien of the Junior Representative on behalf of the Junior Secured Obligations Secured Parties on the Senior Secured Obligations Collateral. Neither the Senior Representative nor any Senior Secured Obligations Secured Party will oppose or seek to challenge any claim made by the Junior Representative nor any Junior Secured Obligations Secured Party for allowance in any Insolvency or Liquidation Proceeding of Junior Secured Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of the Junior Representative on behalf of the Junior Secured Obligations Secured Parties on Senior Secured Obligations Collateral (after taking into account the Lien of Senior Secured Obligations Secured Parties on the Senior Secured Obligations Collateral). (i) Each of the Junior Secured Obligations Secured Parties waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of the election by the Senior Representative or any Senior Secured Obligations Secured Parties, of the application of Section 1111(b)(2) of the Bankruptcy Code and/or out of any cash collateral is applied to repay or financing arrangement or out of any grant of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, a security interest in connection with such DIP Financing the Senior Secured Obligations Collateral in any Insolvency or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralLiquidation Proceeding.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower Company or any of the Company’s Subsidiaries. (i) If the Company or any of its Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor Subsidiaries shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“Revolving DIP Financing”) to be provided by one or more lenders (the “Revolving DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral constituting Revolving Facility First Lien Collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) with respect to the Revolving Facility First Lien Collateral agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared any Revolving Facility First Lien Collateral securing the same (“Revolving DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralRevolving Facility First Lien Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative Revolving Facility Secured Parties of any Controlling the Highest Class, or a representative authorized by the Revolving Facility Secured PartyParties of the Highest Class, shall then oppose or object to such Revolving DIP Financing or such Revolving DIP Financing Liens or such use of cash collateral or (and (iii) to such Revolving DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens of the Highest Class on the Revolving Facility First Lien Collateral upon any property of the estate in such Insolvency or Liquidation Proceeding. To the extent that such Revolving DIP Financing Liens are senior to to, or rank pari passu with, the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Senior Liens of the Controlling Highest Class on the Revolving Facility First Lien Collateral, the Junior Representative of each Class will, for itself and on behalf of the other Junior Secured Obligations Secured Parties (other than any of such Class, subordinate the Junior Liens of any Secured Parties constituting such Class on the Revolving Facility First Lien Collateral to the Senior Liens of the Highest Class and the Revolving DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) each of the Junior Secured Obligations Secured Parties of each Series such Class retain the benefit of their Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the relative to each other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) Class as existed prior to the commencement of the case under the Bankruptcy Case, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateralCode.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdingseither Issuer or any of their subsidiaries or any action taken in such Insolvency or Liquidation Proceeding, including any attempted rejection under Section 365 of the Borrower Bankruptcy Code. All references in this Agreement to an Issuer or any of its Subsidiariessubsidiaries or any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations. (b) If Holdings, the Borrower and/or either Issuer or any other Grantor of their subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection to, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have related to or in connection with, any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (B) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and (iII) twenty percent (20%) of the amount of then outstanding Priority Lien Debt, or (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than a sale or disposition pursuant to Section 363 of the Bankruptcy Code and with respect to which the Second Lien Secured Parties are deemed to have consented pursuant to Section 4.02(d)) or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Collateral Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Collateral Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the written consent of the Priority Lien Agent which consent is in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees not to propose, support or enter into any DIP Financing. (Bd) The Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party, agrees that it shall be deemed to have consented to, and shall not object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral and all Priority Liens on any additional collateral pledged and Second Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. Notwithstanding the foregoing in this Section 4.02(d), if the Second Lien Purchasers have exercised their purchase option (Cor have committed to exercise their purchase option) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.013.06(a), Section 363 Objections shall be permitted to be made by the Second Lien Collateral Agent or any Second Lien Secured Party, but only so long as the Second Lien Purchasers shall not have defaulted on their obligations to consummate the purchase of the Priority Lien Debt and other obligations contemplated by Section 3.06. (De) if The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim that it may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code. (f) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Second Lien Secured Parties may: (A) freely seek and obtain relief granting adequate protection in the form of periodic paymentsa replacement lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (B) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations. (g) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim it or any such other Second Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in connection any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of either Issuer or any other Grantor unless (i) such plan is accepted by the Class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses and cash collateralization of all letters of credit) on the effective date of such DIP Financing plan of reorganization, or use (ii) such plan provides on account of cash collateralthe Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by, or granted to, the proceeds Second Lien Collateral Agent are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein, the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The Second Lien Collateral Agent, for itself and on behalf of such adequate protection are applied each other Second Lien Secured Party, agrees that, subject to the provisions of Section 3.02, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party, shall seek relief, pursuant to Section 2.01; provided 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Priority Lien Agent, which consent is in its sole discretion. (j) Without the express written consent of the Priority Lien Agent, which consent is in its sole discretion, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall (or shall join with or support any other party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of or validity of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or otherwise or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses, or to the cash collateralization of letters of credit under Section 506(b) of the Bankruptcy Code. (k) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Secured Parties Second Lien Collateral Agent, for itself and on behalf of each Series other Second Lien Secured Party, agrees that, any distribution or recovery they may receive in respect of any Collateral shall have a right to object be segregated and held in trust and forthwith paid over, subject to the grant requirements of a Section 6.01(a), to the Priority Lien to secure Agent for the DIP Financing over any Collateral subject to Liens in favor benefit of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Priority Lien Secured Parties in connection the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a DIP Financing court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or use agent of cash collateralthe Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(k) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(k), which appointment is irrevocable and coupled with an interest. (l) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall (or shall join with or support any other party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent. (m) Without the consent of the Priority Lien Agent which is in its sole discretion, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees it will not file or join an involuntary bankruptcy petition or seek the appointment of an examiner or a trustee for either Issuer or any of their subsidiaries. (n) Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or challenge any claim by the Second Lien Collateral Agent or any other Second Lien Secured Party for the allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses pursuant to Section 506(b) of the Bankruptcy Code, to the extent of the value of the Second Liens on the Collateral, provided that if the Priority Lien Agent or any other Priority Lien Secured Party shall have made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Collateral Agent or any Second Lien Secured Party, as applicable. (o) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower or any of its Subsidiariessubsidiaries or any action taken in such Insolvency or Liquidation Proceeding, including any attempted rejection under Section 365 of the Bankruptcy Code. All references in this Agreement to the Borrower or any of its subsidiaries or any other Grantor will include such Person or Persons as a debtor‑in‑possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this Section 4.02, unless otherwise provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations. (b) If Holdings, the Borrower and/or or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possessiondebtor(s)‑in‑possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision Code, the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Bankruptcy Law, each Second Lien Secured Party (other than will raise any Controlling objection to, contest or oppose, and each Second Lien Secured Party will waive any claim such Person may now or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection hereafter have related to or in connection with, any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral collateral, (B) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the proceeds thereof (not including the amount of any Excess Priority Lien Obligations) and (iII) twenty percent (20%) of the amount of then outstanding Priority Lien Debt, or (C) the terms of such DIP Financing provide for the sale of a substantial part of the Collateral (other than a sale or disposition pursuant to Section 363 of the Bankruptcy Code and with respect to which the Second Lien Secured Parties are deemed to have consented pursuant to Section 4.02(d)) or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof). To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Priority Liens, the Second Lien Agent will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Second Lien Secured Parties, each Non-Controlling Secured Party will subordinate its the Second Liens with respect on the Collateral to the Priority Liens and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to so long as the extent that such DIP Financing Liens rank equal in priority with the Liens Second Lien Agent, on any such Shared Collateral granted to secure the Obligations behalf of the Controlling Second Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Prior to the Discharge of Priority Lien Obligations, without the written consent of the Priority Lien Agent which consent is in its sole discretion, the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees not to propose, support or enter into any DIP Financing. (Bd) The Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, agrees that it shall be deemed to have consented to, and shall not object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if the requisite Priority Lien Secured Parties under the Priority Lien Documents shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral and all Priority Liens on any additional collateral pledged and Second Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement. Notwithstanding the foregoing in this Section 4.02(d), if the Second Lien Purchasers have exercised their purchase option (Cor have committed to exercise their purchase option) if any amount of such DIP Financing or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.013.06(a), Section 363 Objections shall be permitted to be made by the Second Lien Agent or any Second Lien Secured Party, but only so long as the Second Lien Purchasers shall not have defaulted on their obligations to consummate the purchase of the Priority Lien Debt and other obligations contemplated by Section 3.06. (De) if The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim that it may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any DIP Financing Liens (that is granted in a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the Bankruptcy Code. (f) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien Agent nor any other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any other party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that the Second Lien Secured Parties may: (A) freely seek and obtain relief granting adequate protection in the form of periodic paymentsa replacement lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (B) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations. (g) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, waives any claim it or any such other Second Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in connection any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Second Lien Agent nor any other Second Lien Secured Party shall support or vote to accept any plan of reorganization or disclosure statement of the Borrower or any other Grantor unless (i) such plan is accepted by the Class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post‑petition interest approved by the bankruptcy court and fees and expenses) on the effective date of such DIP Financing plan of reorganization, or use (ii) such plan provides on account of cash collateralthe Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by, or granted to, the proceeds Second Lien Agent are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein, the Second Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. (i) The Second Lien Agent, for itself and on behalf of such adequate protection are applied each other Second Lien Secured Party, agrees that, subject to the provisions of Section 3.02, neither the Second Lien Agent nor any other Second Lien Secured Party, shall seek relief, pursuant to Section 2.01; provided 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the Priority Lien Agent, which consent is in its sole discretion. (j) Without the express written consent of the Priority Lien Agent, which consent is in its sole discretion, neither the Second Lien Agent nor any other Second Lien Secured Party shall (or shall join with or support any other party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of or validity of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or otherwise or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code. (k) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Secured Parties Second Lien Agent, for itself and on behalf of each Series other Second Lien Secured Party, agrees that, any distribution or recovery they may receive in respect of any Collateral shall have a right to object be segregated and held in trust and forthwith paid over, subject to the grant requirements of a Section 6.01(a), to the Priority Lien to secure Agent for the DIP Financing over any Collateral subject to Liens in favor benefit of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Priority Lien Secured Parties in connection the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a DIP Financing court of competent jurisdiction may otherwise direct. The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or use agent of cash collateralthe Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(k) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(k), which appointment is irrevocable and coupled with an interest. (l) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that neither the Second Lien Agent nor any other Second Lien Secured Party shall (or shall join with or support any other party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent. (m) Without the consent of the Priority Lien Agent which is in its sole discretion, the Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees it will not file or join an involuntary bankruptcy petition or seek the appointment of an examiner or a trustee for the Borrower or any of its subsidiaries. (n) Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or challenge any claim by the Second Lien Agent or any other Second Lien Secured Party for the allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses pursuant to Section 506(b) of the Bankruptcy Code, to the extent of the value of the Second Liens on the Collateral, provided that if the Priority Lien Agent or any other Priority Lien Secured Party shall have made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Agent or any Second Lien Secured Party, as applicable. (o) The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower or any of its Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor Credit Party shall become subject to a case Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each First Lien Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, Collateral unless the Authorized Representative of Controlling Agent or any Controlling Secured Party, Party shall then not consent to or shall oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-àa-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy CaseInsolvency or Liquidation Proceeding, (B) the First Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-àa-vis the First Lien Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.012.01 of this Agreement, and (D) if any First Lien Secured Parties are granted adequate protectionprotection with respect to First Lien Obligations subject hereto, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.012.01 of this Agreement; provided that the First Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Authorized Representative Collateral Agent that shall not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or use of cash collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, the Borrower ATD, Am-Pac or any of its ATD’s Subsidiaries. (b) If Holdings, the Borrower and/or ATD or any other Grantor of its Subsidiaries shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralSenior Secured Obligations Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or Senior Representative, shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (and (iii) to such DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens upon any property of the estate in such Insolvency or Liquidation Proceeding. To the extent that such DIP Financing Liens are senior to to, or rank pari passu with, the Liens Senior Liens, the Junior Representative will, for itself and on any such Shared Collateral for the benefit behalf of the Controlling other Junior Secured Obligations Secured Parties, each Non-Controlling Secured Party will subordinate its the Junior Liens with respect to such Shared Collateral on the same terms as Senior Secured Obligations Collateral to the Senior Liens of and the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior Secured Obligations Secured Parties of each Series retain the benefit of their valid, perfected and unvoidable Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy Case, Code. Nothing in this Agreement shall limit (Bx) the right of any Senior Secured Obligations Secured Parties to consent to the use of each Series are granted Liens Senior Secured Obligations cash collateral or consent to or provide any DIP Financing on terms other than the terms set forth herein or (y) the right of any additional collateral pledged to any Junior Secured Obligations Secured Parties as adequate protection or otherwise in connection with to object to such DIP Financing or use of Senior Secured Obligations cash collateralcollateral on terms other than those set forth herein; provided that any Lien on ABL First Lien Collateral securing any DIP Financing provided by any Noteholder Lien Secured Parties shall be subject to the priorities set forth herein and any Lien on Noteholder First Lien Collateral securing any DIP Financing provided by any ABL Secured Parties shall be subject to the priorities set forth herein. (c) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties shall have consented to such sale or disposition of such Senior Secured Obligations Collateral and all Senior Liens and Junior Liens will attach to the proceeds of the sale. (i) No Noteholder Lien Secured Party shall oppose (or support the opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any ABL Secured Party for adequate protection with respect to ABL Agent’s Liens upon the ABL First Lien Collateral, with including any claim of any ABL Secured Party to post-petition interest as a result of the ABL Lien on the ABL First Lien Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of Noteholder First Lien Collateral), a request for the application of proceeds of ABL First Lien Collateral to the ABL Debt Obligations, and request for replacement Liens on post-petition assets of the same priority vis-à-vis type as the ABL First Lien Collateral, or (B) any objection by any ABL Secured Parties (other than Party to any motion, relief, action or proceeding based on such ABL Secured Party claiming a lack of adequate protection with respect to the ABL Liens in the ABL First Lien Collateral. In addition, the ABL Agent, for itself and on behalf of the ABL Secured Parties constituting DIP Financing Liens) as set forth Parties, may seek adequate protection of its junior interest in the Noteholder First Lien Collateral, subject to the provisions of this Agreement; provided, that (Cx) if any amount of such DIP Financing or cash collateral the Noteholder Collateral Agent is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including protection in the form of periodic paymentsa replacement Lien on post-petition assets of the same type as the Noteholder First Lien Collateral, in connection with such DIP Financing or use of cash collateral, the proceeds of and (y) such adequate protection are applied pursuant to Section 2.01; provided that required by the Secured Parties ABL Agent is in the form of each Series shall have a right to object replacement Lien on post-petition assets of the same type as the Noteholder First Lien Collateral. Such Lien on post-petition assets of the same type as the Noteholder First Lien Collateral, if granted to the grant of a Lien ABL Agent, will be subordinated to secure the DIP Financing over any Collateral subject to adequate protection Liens granted in favor of the Noteholder Collateral Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the Noteholder Collateral Agent or any other Noteholder Lien Secured Party on such post-petition assets of the same type as the Noteholder First Lien Collateral. If the ABL Agent, for itself and on behalf of the ABL Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Noteholder First Lien Collateral in the form of a replacement Lien of the post-petition assets of the same type as the Noteholder First Lien Collateral, then the ABL Agent, for itself and the ABL Secured Parties, agrees that the Noteholder Collateral Agent shall also be granted a replacement Lien on such post-petition assets as adequate protection of its senior interest in the Noteholder First Lien Collateral and that the ABL Agent’s replacement Lien shall be subordinated to the replacement Lien of the Noteholder Collateral Agent on the same basis as the Liens of the ABL Agent on the Noteholder First Lien Collateral are subordinated to the Liens of the Noteholder Collateral Agent on the Noteholder First Lien Collateral under this Agreement. If the ABL Agent or any ABL Secured Party receives as adequate protection a Lien on post-petition assets of the same type as the ABL First Lien Collateral, then such post-petition assets shall also constitute ABL First Lien Collateral to the extent of any allowed claim of the ABL Secured Parties secured by such adequate protection Lien and shall be subject to this Agreement. (ii) No ABL Secured Party shall oppose (or support the opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any Noteholder Lien Secured Party for adequate protection of the Noteholder Collateral Agent’s Liens upon any of the Noteholder First Lien Collateral, including any claim of any Noteholder Lien Secured Party to post-petition interest as a result of the Noteholder Lien on the Noteholder First Lien Collateral (so long as any post-petition interest paid as a result thereof is paid solely from the proceeds of Noteholder First Lien Collateral), a request for the application of proceeds of Noteholder First Lien Collateral to the Noteholder Debt Obligations, and request for replacement Liens on post-petition assets of the same type as the Noteholder First Lien Collateral or (B) any objection by any Noteholder Lien Secured Party to any motion, relief, action or proceeding based on such Series or Noteholder Lien Secured Party claiming a lack of adequate protection with respect to Noteholder Collateral Agent’s Liens in the Noteholder First Lien Collateral. In addition, the Noteholder Collateral Agent, for itself and on behalf of the Noteholder Secured Parties, may seek adequate protection of its Authorized Representative that shall not constitute Shared junior interest in the ABL First Lien Collateral, subject to the provisions of this Agreement; and provided, furtherthat (x) the ABL Agent is granted adequate protection in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral, and (y) such adequate protection required by the Noteholder Collateral Agent is in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral. Such Lien on post-petition assets of the same type as the ABL First Lien Collateral, if granted to the Noteholder Collateral Agent, will be subordinated to the adequate protection Liens granted in favor of the ABL Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the ABL Agent or any other ABL Secured Party on such post-petition assets of the same type as the ABL First Lien Collateral. If the Noteholder Collateral Agent, for itself and on behalf of the Noteholder Lien Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the ABL First Lien Collateral in the form of a replacement Lien on the post-petition assets of the same type as the ABL First Lien Collateral, then the Noteholder Collateral Agent, for itself and the Noteholder Lien Secured Parties, agrees that the ABL Agent shall also be granted a replacement Lien on such post-petition assets as adequate protection of its senior interest in the ABL First Lien Collateral and that the Noteholder Collateral Agent’s replacement Lien shall be subordinated to the replacement Lien of the ABL Agent on the same basis as the Liens of the Noteholder Collateral Agent on the ABL First Lien Collateral are subordinated to the Liens of the ABL Agent on the ABL First Lien Collateral under this Agreement. If the Noteholder Collateral Agent or any Noteholder Lien Secured Party receives as adequate protection a Lien on post-petition assets of the same type as the Noteholder First Lien Collateral, then such post-petition assets shall also constitute Noteholder First Lien Collateral to the extent of any allowed claim of the Noteholder Lien Secured Parties receiving secured by such adequate protection Lien and shall not object be subject to this Agreement. (e) Each of the Junior Secured Obligations Secured Parties waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of any election by the Senior Representative or any Senior Secured Obligations Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (f) Prior to Discharge of Senior Secured Debt Obligations and any DIP Financing provided by the Senior Secured Obligations Secured Parties, no Junior Secured Obligations Secured Party shall seek relief from the automatic stay in any Insolvency or Liquidation Proceeding with respect to any other Senior Secured Party receiving adequate protection comparable Obligations Collateral unless (i) otherwise consented to any adequate protection granted by the Senior Representative or (ii) the Senior Representative or Senior Secured Obligations Secured Parties shall seek relief from the automatic stay with respect to such Collateral to commence a lien enforcement action with respect to such Senior Secured Parties in connection with a DIP Financing or use of cash collateralObligations Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This Agreement shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law Liquidation Proceeding by or against Holdings, Sub Hold-co, the Borrower Company, or any of its the Company’s Subsidiaries. (b) If Holdings, the Borrower and/or any other Grantor shall become subject to a case or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Junior Secured Obligations Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection objection, and will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Senior Secured Obligations Collateral securing the same (“DIP Financing Liens”) ), or to any use of cash collateral that constitutes Shared CollateralSenior Secured Obligations Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Senior Secured PartyObligations Secured Parties, or Senior Representative, shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (and ii) such DIP Financing Liens are neither senior to, nor rank pari passu with, the Senior Liens upon any property of the estate in such Insolvency or Liquidation Proceeding or (iiii) such DIP Financing shall not provide that cash collateral consisting of ABL First Lien Collateral (including ABL First Lien Collateral arising after the commencement of such Insolvency Proceeding) shall be required to be remitted to the ABL Agent in accordance with the ABL Debt Documents for permanent application to the ABL Debt Obligations unless otherwise agreed by the ABL Agent. To the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Senior Liens, the Junior Representative will, for itself and on behalf of the other Junior Secured Obligations Secured Parties of the applicable Series, subordinate the Junior Liens on the Senior Secured Obligations Collateral to the Senior Liens on any such Shared Collateral for and the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Junior Secured Obligations Secured Parties of each Series retain the benefit of their valid, perfected and unvoidable Liens on all such Shared Collateral pledged to the DIP LendersJunior Secured Obligations Collateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy Case, Code. Nothing in this Agreement shall limit (Bx) the right of any Senior Secured Obligations Secured Parties to consent to the use of each Series are granted Liens Senior Secured Obligations cash collateral or consent to or provide any DIP Financing on terms other than the terms set forth herein or (y) the right of any additional collateral pledged to any Junior Secured Obligations Secured Parties as adequate protection or otherwise in connection with to object to such DIP Financing or use of Senior Secured Obligations cash collateralcollateral on terms other than those set forth herein; provided that any Lien on ABL First Lien Collateral granted to any Term Loan Secured Parties shall be subject to the priorities set forth herein and any Lien on Term Loan First Lien Collateral granted to any ABL Secured Parties shall be subject to the priorities set forth herein. (c) Each Junior Secured Obligations Secured Party agrees that it will not object to or oppose a sale or other disposition of any Senior Secured Obligations Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Secured Obligations Secured Parties shall have consented to such sale or disposition of such Senior Secured Obligations Collateral and all Senior Liens and Junior Liens will attach to the proceeds of the sale. (i) No Term Loan Secured Party shall oppose (or support the opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any ABL Secured Party for adequate protection with respect to ABL Agent’s Liens upon the ABL First Lien Collateral, with including any claim of any ABL Secured Party to post-petition interest as a result of the ABL Lien on the ABL First Lien Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of Term Loan First Lien Collateral), a request for the application of proceeds of ABL First Lien Collateral to the ABL Debt Obligations, and request for replacement Liens on post-petition assets of the same priority vis-à-vis type as the ABL First Lien Collateral, or (B) any objection by any ABL Secured Parties (other than Party to any motion, relief, action or proceeding based on such ABL Secured Party claiming a lack of adequate protection with respect to the ABL Liens in the ABL First Lien Collateral. In addition, the ABL Agent, for itself and on behalf of the ABL Secured Parties constituting DIP Financing Liens) as set forth Parties, may seek adequate protection of its junior interest in the Term Loan First Lien Collateral, subject to the provisions of this Agreement; provided, that (Cx) if any amount of such DIP Financing or cash collateral each Term Loan Debt Agent is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate protection, including protection in the form of periodic paymentsa replacement Lien on post-petition assets of the same type as the Term Loan First Lien Collateral, and (y) such adequate protection required by the ABL Agent is in connection with the form of a replacement Lien on post-petition assets of the same type as the Term Loan First Lien Collateral. Such Lien on post-petition assets of the same type as the Term Loan First Lien Collateral, if granted to the ABL Agent, will be subordinated to the adequate protection Liens granted in favor of each Pari Term Loan Debt Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of each Pari Term Loan Debt Agent or use any other Pari Term Loan Secured Party on such post-petition assets of cash collateralthe same type as the Term Loan First Lien Collateral. If the ABL Agent, for itself and on behalf of the ABL Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Term Loan First Lien Collateral in the form of a replacement Lien of the post-petition assets of the same type as the Term Loan First Lien Collateral, then the ABL Agent, for itself and the ABL Secured Parties, agrees that each Pari Term Loan Debt Agent shall also be granted a replacement Lien on such post petition assets as adequate protection of its senior interest in the Term Loan First Lien Collateral and that the ABL Agent’s replacement Lien shall be subordinated to the replacement Lien of each Pari Term Loan Debt Agent on the same basis as the Liens of the ABL Agent on the Term Loan First Lien Collateral are subordinated to the Liens of each Pari Term Loan Debt Agent on the Term Loan First Lien Collateral under this Agreement. If the ABL Agent or any ABL Secured Party receives as adequate protection a Lien on post-petition assets of the same type as the ABL First Lien Collateral, then such post-petition assets shall also constitute ABL First Lien Collateral to the extent of any allowed claim of the ABL Secured Parties secured by such adequate protection Lien and shall be subject to this Agreement. (ii) No ABL Secured Party shall oppose (or support the opposition of any other Person) in any Insolvency or Liquidation Proceeding to (A) any motion or other request by any Term Loan Secured Party for adequate protection of any Pari Term Loan Debt Agent’s Liens upon any of the Term Loan First Lien Collateral, including any claim of any Pari Term Loan Secured Party to post-petition interest as a result of any Pari Term Loan Liens on the Term Loan First Lien Collateral (so long as any post-petition interest paid as a result thereof is not paid from the proceeds of ABL First Lien Collateral), a request for the application of proceeds of Term Loan First Lien Collateral to the Pari Term Loan Debt Obligations, and request for replacement Liens on postpetition assets of the same type as the Term Loan First Lien Collateral or (B) any objection by any Pari Term Loan Debt Secured Party to any motion, relief, action or proceeding based on such Pari Term Loan Debt Secured Party claiming a lack of adequate protection, with respect to any Pari Term Loan Debt Agent’s Liens in the Term Loan First Lien Collateral. In addition, any Pari Term Loan Debt Agent, for itself and on behalf of the applicable Pari Term Loan Debt Secured Parties, may seek adequate protection of its junior interest in the ABL First Lien Collateral, subject to the provisions of this Agreement; provided, that (x) the ABL Agent is granted adequate protection in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral, and (y) such adequate protection are applied pursuant required by such Pari Term Loan Debt Agent is in the form of a replacement Lien on post-petition assets of the same type as the ABL First Lien Collateral. Such Lien on post-petition assets of the same type as the ABL First Lien Collateral, if granted to Section 2.01; provided that the Secured Parties of each Series shall have a right to object any Pari Term Loan Debt Agent, will be subordinated to the grant of a Lien to secure the DIP Financing over any Collateral subject to adequate protection Liens granted in favor of the ABL Agent on such post-petition assets, and, if applicable, to the DIP Financing Liens of the ABL Agent or any other ABL Secured Party on such postpetition assets of the same type as the ABL First Lien Collateral. If any Pari Term Loan Debt Agent, for itself and on behalf of any Pari Term Loan Debt Secured Parties, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the ABL First Lien Collateral in the form of a replacement Lien on the post-petition assets of the same type as the ABL First Lien Collateral, then such Pari Term Loan Debt Agent, for itself and the applicable Pari Term Loan Debt Secured Parties, agrees that the ABL Agent shall also be granted a replacement Lien on such post-petition assets as adequate protection of its senior interest in the ABL First Lien Collateral and that such Pari Term Loan Debt Agent’s replacement Lien shall be subordinated to the replacement Lien of the ABL Agent on the same basis as the Liens of such Pari Term Loan Debt Agent on the ABL First Lien Collateral are subordinated to the Liens of the ABL Agent on the ABL First Lien Collateral under this Agreement. If any Pari Term Loan Debt Agent or any Pari Term Loan Secured Party receives as adequate protection a Lien on postpetition assets of the same type as the Term Loan First Lien Collateral, then such post-petition assets shall also constitute Term Loan First Lien Collateral to the extent of any allowed claim of the applicable Pari Term Loan Debt Secured Parties secured by such adequate protection Lien and shall be subject to this Agreement. (e) Each of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Junior Secured Obligations Secured Parties receiving adequate protection waives any claim such Junior Secured Obligations Secured Party may now or hereafter have against the Senior Representative or any other Senior Secured Obligations Secured Party (or their representatives) arising out of any election by the Senior Representative or any Senior Secured Obligations Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (f) Prior to Discharge of Senior Secured Debt Obligations and any DIP Financing provided by the Senior Secured Obligations Secured Parties, no Junior Secured Obligations Secured Party shall not object seek relief from the automatic stay in any Insolvency or Liquidation Proceeding with respect to any other Senior Secured Party receiving adequate protection comparable Obligations Collateral unless (i) otherwise consented to any adequate protection granted by the Senior Representative or (ii) the Senior Representative or Senior Secured Obligations Secured Parties shall seek relief from the automatic stay with respect to such Collateral to commence a lien enforcement action with respect to such Senior Secured Parties in connection with a DIP Financing or use of cash collateralObligations Collateral.

Certain Agreements With Respect to Insolvency or Liquidation Proceedings. (a) This The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code and shall continue in full force and effect effect, notwithstanding the commencement of any proceeding under the Bankruptcy Code Insolvency or Liquidation Proceeding by or against EPL or any subsidiary of EPL. All references in this Agreement to EPL or any subsidiary of EPL or any other Bankruptcy Law, Grantor will include such Person or Persons as a debtor-in-possession and any other federal, state receiver or foreign bankruptcy, insolvency, receivership trustee for such Person or similar law by Persons in an Insolvency or against Holdings, the Borrower or any of its SubsidiariesLiquidation Proceeding. (b) If Holdings, the Borrower and/or EPL or any other Grantor of its subsidiaries shall become subject to a case any Insolvency or other proceedings under the Bankruptcy Code or any other Bankruptcy Law (a “Bankruptcy Case”) Liquidation Proceeding and shall, as debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy LawCode, each Secured Party (other than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) EXXI agrees that it will not raise no objection any objection, contest or oppose, and it will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) ), or to any use use, sale or lease of cash collateral that constitutes Shared CollateralCollateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Authorized Representative of any Controlling Priority Lien Agent or the Priority Lien Secured Party, shall then Parties oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (ii) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (x) the amount of Priority Lien Obligations refinanced with the proceeds thereof and (iy) to $150,000,000. To the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Priority Liens, EXXI will subordinate the Second Liens on the Collateral to the Priority Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect and to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their EXXI retains Liens on all such Shared Collateral pledged to the DIP LendersCollateral, including proceeds thereof arising after the commencement of such proceedingany Insolvency or Liquidation Proceeding, with the same priority vis-à-vis all relative to the other Secured Parties (other than any Priority Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the case under the Bankruptcy CaseCode. (c) Without the consent of the Priority Lien Agent in its sole discretion, EXXI agrees not to propose, support or enter into any DIP Financing. (Bd) EXXI agrees that it will not object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of each Series are granted such Collateral and all Priority Liens on any additional collateral pledged and Second Liens will attach to any Secured Parties as adequate protection or otherwise the proceeds of the sale in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) respective priorities as set forth in this Agreement, . (Ce) if EXXI waives any amount claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of such any DIP Financing Liens (granted in a manner that is consistent with this Agreement) or cash collateral is applied to repay any administrative expense priority under Section 364 of the ObligationsBankruptcy Code. (f) EXXI agrees that it will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, such amount is applied pursuant nor will it object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other Priority Lien Secured Party to Section 2.01any motion, and (D) if any relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties are granted claiming a lack of adequate protection, including except that EXXI may: (i) freely seek and obtain relief granting adequate protection in the form of periodic a replacement lien co-extensive in all respects with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and (ii) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations. (g) EXXI waives any claim it may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any election by the Priority Lien Agent or any Priority Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. (h) EXXI agrees that in any Insolvency or Liquidation Proceeding, it shall not support or vote to accept any plan of reorganization or disclosure statement of EPL or any other Grantor unless (i) such plan is accepted by the Class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest approved by the bankruptcy court, fees and expenses and cash collateralization of all letters of credit) on the effective date of such plan of reorganization or (ii) such plan provides on account of the Priority Lien Secured Parties for the retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof, and such plan also provides that any Liens retained by, or granted to, EXXI are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral, and to the extent such plan provides for deferred cash payments, or for the distribution of any other property of any kind or nature, on account of the Priority Lien Obligations or the Second Lien Obligations, such plan provides that any such deferred cash payments or other distributions in connection respect of the Second Lien Obligations shall be delivered to the Priority Lien Agent and distributed in accordance with the priorities provided in this Agreement. Except as provided herein, EXXI shall remain entitled to vote its claims in any such DIP Financing Insolvency or use of cash collateralLiquidation Proceeding. (i) EXXI agrees that it shall not seek relief, the proceeds of such adequate protection are applied pursuant to Section 2.01362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the Priority Lien Agent. (j) EXXI agrees that it shall not oppose or seek to challenge any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Priority Lien Obligations consisting of post-petition interest, fees or expenses or cash collateralization of all letters of credit to the extent of the value of the Priority Liens (it being understood that such value will be determined without regard to the existence of the Second Liens on the Collateral) subject to the Priority Lien Cap. Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge any claim by EXXI for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens on the Collateral; provided that if the Priority Lien Agent or any other Priority Lien Secured Parties of each Series Party shall have a right made any such claim, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by EXXI. (k) Without the express written consent of the Priority Lien Agent, EXXI shall not (and shall not join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the grant determination of the extent of any Liens held by any of Priority Lien Secured Party or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code subject to the Priority Lien Cap. (l) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien to secure the DIP Financing over encumbering any Collateral subject is not enforceable for any reason, then EXXI agrees that, any distribution or recovery they may receive shall be segregated and held in trust and forthwith paid over to Liens in favor the Priority Lien Agent for the benefit of the Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Priority Lien Secured Parties in connection the same form as received without recourse, representation or warranty (other than a representation of EXXI that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a DIP Financing court of competent jurisdiction may otherwise direct. EXXI hereby appoints the Priority Lien Agent, and any officer or use agent of cash collateralthe Priority Lien Agent, with full power of substitution, the attorney-in-fact of EXXI for the limited purpose of carrying out the provisions of this Section 4.02(1) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(1), which appointment is irrevocable and coupled with an interest. (m) EXXI hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that EXXI shall not (and shall not join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Priority Lien Agent. (n) Without the consent of the Priority Lien Agent in its sole discretion, EXXI agrees it will not file an involuntary bankruptcy claim or seek the appointment of an examiner or a trustee for EPL or any of its subsidiaries in regards to the Second Lien Debt. (o) EXXI waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.