Common use of DIP Financing and Use of Cash Collateral Clause in Contracts

DIP Financing and Use of Cash Collateral. If in connection with any insolvency proceeding of any grantor, a grantor, as debtor-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders or a third party (the “DIP Lenders”) or the use of cash collateral, no First Lien Secured Party (other than any Controlling Collateral Agent or the Authorized Representative of any Controlling Collateral Agent) will raise any 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 will 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 (to be defined in the First Lien Intercreditor Agreement), each Non-Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) 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 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-à- vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) and subject to a customary carve-out or other carve-out approved by the Controlling Collateral Agent as existed prior to the commencement of the applicable bankruptcy case, (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-à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Intercreditor 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 in accordance with “Priority of Claims” above, and (D) if any First Lien 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 in accordance with “Priority of Claims” above; provided that the First Lien Secured Parties of each series will 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 Authorized Representative that will not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection will 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. If any First Lien Secured Party is granted adequate protection (A) in the form of Liens on any additional collateral, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of Liens on such additional collateral with the same priority vis-à- vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Intercreditor Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations in accordance with “Priority of Claims” above.

DIP Financing and Use of Cash Collateral. If in connection with any insolvency proceeding On the Petition Date, the Debtors shall file a motion seeking entry of any grantor, a grantorthe Interim Financing Order and the Final Financing Order, as debtor-in-possession, moves for well as approval of financing the DIP Facility on the terms set forth in the DIP Agreement attached as an exhibit to the RSA (“it being understood that the DIP Financing”Facility shall be approved pursuant to the Final Financing Order). As of the Plan Effective Date, the outstanding principal amount of the DIP Facility shall not total more than $20 million. New Common Equity On the Plan Effective Date, all existing equity interests (including preferred and common stock, options, warrants or other loans or securities exercisable or convertible into equity interests) to in the Parent Debtor shall be provided by one or more lenders or a third party cancelled, and the Parent Debtor, as reorganized under the Plan, shall issue new common equity interests (the “DIP LendersNew Common Equity”) or the use of cash collateral, no First Lien Secured Party (other than any Controlling Collateral Agent or the Authorized Representative of any Controlling Collateral Agent) will raise any 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 will 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 (to be defined in the First Lien Intercreditor Agreement), each Non-Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) 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 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. The New Common Equity shall be subject to dilution only by the New Warrants and the MIP (as defined below), in each case so long as (A) . The reorganized Parent Debtor will appoint a qualified third party transfer agent for 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-à- vis all the other First Lien Secured Parties (other than any Liens New Common Equity. General Equity Pool Holders of the First Lien Secured Parties constituting DIP Financing Liens) and subject to a customary carve-out or other carve-out approved by the Controlling Collateral Agent as existed prior to the commencement Deficiency Claims will forego any distribution on account of the applicable bankruptcy case, (B) the First Lien Secured Parties Deficiency Claims. Holders of each series are granted Liens the Second Lien Deficiency Claims shall be entitled to share in the Xxxxxx Road Supplemental Equity Distribution (as defined below). Holders of the Second Lien Deficiency Claims, the Senior Notes Claims, and at the Plan Sponsor’s sole option, the Citrus Earn Out Claims, shall be entitled to share pro rata in 17.5 percent (17.5%) of the New Common Equity that shall be issued and outstanding on any additional collateral pledged the Plan Effective Date (the “General Equity Pool”). For the avoidance of doubt, the General Equity Pool and the Xxxxxx Road Supplemental Equity Distribution shall be subject to any First Lien Secured Parties dilution by the New Warrants and the MIP. New Warrants On the Plan Effective Date the Parent Debtor, as adequate protection or otherwise reorganized under the Plan, shall issue to holders of claims in connection with such DIP Financing or use Class 2B five-year warrants (the “New Warrants”) to purchase up to five percent (5%) of cash collateral, the New Common Equity (subject to dilution by the MIP). The New Warrants shall be issued pursuant to a warrant agreement consistent with the same priority vis-à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as terms and conditions set forth in the term sheet pertaining thereto attached as an exhibit to the RSA (the “New Warrants Term Sheet”). New First Lien Intercreditor AgreementTerm Loan Facility On the Plan Effective Date, the Reorganized Debtors shall enter into a new term loan credit facility (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the “New First Lien Obligations, such amount is applied in accordance with “Priority of Claims” above, and (D) if any First Lien 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 in accordance with “Priority of Claims” above; provided that the First Lien Secured Parties of each series will 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 Authorized Representative that will not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection will 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. If any First Lien Secured Party is granted adequate protection (AFacility”) in the form aggregate principal amount of Liens on any additional collateralnot more than $130 million, then each other plus, at the Plan Sponsor’s sole discretion, the then-outstanding principal amount of the DIP Facility (up to an amount of $20 million, to the extent the Plan Sponsor determines, in its sole discretion, to exchange or roll into the New First Lien Secured Party Facility on the Plan Effective Date). The New First Lien Facility shall be secured by a first-priority lien on substantially all of the Debtors’ assets. The New First Lien Facility shall mature on May 22, 2020, and shall accrue interest at LIBOR + 900 bps, with 100 bps LIBOR floor, per annum, paid in cash, plus 100 bps, paid in kind (i.e., added to principal). The terms of the New First Lien Facility will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of Liens on such additional collateral with the same priority vis-à- vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Intercreditor Agreement, (B) Definitive Documents. Total Enterprise Value The total enterprise value of the Reorganized Debtors is stipulated to be in the form range of a superpriority or other administrative claimapproximately $160 million to approximately $180 million. Plan Effectiveness Conditions Except with the prior consent of the Debtors, then each other First Lien Secured Party will be entitled to seekthe Plan Sponsor, Xxxxxx Road, and each First Lien Secured Party will consent and the Required Consenting Senior Noteholders, the Plan Effective Date shall not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations in accordance with “Priority of Claims” above.occur unless:

DIP Financing and Use of Cash Collateral. If in connection with any insolvency proceeding of any grantor, a grantor, as debtor-indebtor(s)-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders or a third party (the “DIP Lenders”) or the use of cash collateral, no First Lien Secured Party (other than any Controlling Collateral Agent or the Authorized Representative of any Controlling Collateral Agent) will raise any 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 will 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 (to be defined in the First Lien Parity Intercreditor Agreement), each Non-Controlling Secured Party (to be defined in the First Lien Parity Intercreditor Agreement) 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 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-à- à-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) and subject to a customary carve-out or other carve-out approved by the Controlling Collateral Agent as existed prior to the commencement of the applicable bankruptcy case, (B) the First Lien Secured Parties of each series are granted Liens on any additional or replacement 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-à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Parity Intercreditor 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 in accordance with “Priority of Claims” above, and (D) if any First Lien 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 in accordance with “Priority of Claims” above; provided that the First Lien Secured Parties of each series will have a right to object to the grant of a Lien to secure the DIP Financing over any collateral Collateral subject to Liens in favor of the First Lien Secured Parties of such series or its Authorized Representative that will not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection will 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. If any First Lien Secured Party is granted adequate protection (A) in the form of Liens on any additional or replacement collateral, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of Liens on such additional or replacement collateral with the same priority vis-à- à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Parity Intercreditor Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party Xxxxx will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations in accordance with “Priority of Claims” above.

DIP Financing and Use of Cash Collateral. If in connection with any insolvency proceeding of any grantor, a grantor, as debtor-indebtor(s)-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders or a third party (the “DIP Lenders”) or the use of cash collateral, no First Lien Secured Party (other than any Controlling Collateral Agent or the Authorized Representative of any Controlling Collateral Agent) will raise any 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 will 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 (to be defined in the First Lien Parity Intercreditor Agreement), each Non-Non- Controlling Secured Party (to be defined in the First Lien Parity Intercreditor Agreement) 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 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-à- à-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) and subject to a customary carve-out or other carve-out approved by the Controlling Collateral Agent as existed prior to the commencement of the applicable bankruptcy caseinsolvency proceeding, (B) the First Lien Secured Parties of each series are granted Liens on any additional or replacement 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-à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Parity Intercreditor 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 in accordance with “Priority of Claims” above, and (D) if any First Lien 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 in accordance with “Priority of Claims” above; provided that the First Lien Secured Parties of each series will have a right to object to the grant of a Lien to secure the DIP Financing over any collateral Collateral subject to Liens in favor of the First Lien Secured Parties of such series or its Authorized Representative that will not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection will 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. If any First Lien Secured Party is granted adequate protection (A) in the form of Liens on any additional or replacement collateral, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of Liens on such additional or replacement collateral with the same priority vis-à- à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Parity Intercreditor Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations in accordance with “Priority of Claims” above.

DIP Financing and Use of Cash Collateral. If The Chapter 11 Cases will be financed by (i) the Debtors’ use of cash collateral and (ii) a postpetition senior secured priming superpriority new money DIP Facility which shall include two (2) separate tranches each in connection an amount not to exceed $30 million (and an aggregate amount for the entire DIP Facility not to exceed $60 million). The terms, conditions and provisions of the DIP Facility shall be consistent with any insolvency proceeding of any grantor, a grantor, the DIP Facility Term Sheet attached as debtor-in-possession, moves for approval of financing (“DIP Financing”) Exhibit C to be provided by one or more lenders or a third party the Restructuring Support Agreement (the “DIP LendersFacility Term Sheet”). All holders of Prepetition Second Lien Claims (or Related Fund, as applicable) will be eligible to subscribe for their pro rata share of the DIP Facility based on their respective pro rata holdings of their allowed Prepetition Second Lien Claims; provided that if a holder of Prepetition Second Lien Claims (or Related Fund, as applicable) subscribes to be an Exit Facility Backstop Party, then such holder (or Related Fund, as applicable) shall be required to fund its pro rata share of the DIP Facility. To the extent a holder of Prepetition Second Lien Claims does not subscribe for its portion of the DIP Facility, Redwood Capital Management, LLC and Nut Tree Capital Management, LLC (including their respective Related Funds, the “DIP Backstop Parties”) or will increase their respective shares of the use DIP Facility for any DIP Facility that is not subscribed to by such non-participating holders of cash collateral, no First Prepetition Second Lien Secured Party Claims (other than any Controlling Collateral Agent or the Authorized Representative of any Controlling Collateral Agent) will raise any objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing LiensBackstop”) or to any use of cash collateral that constitutes Shared Collateral, unless the Applicable Authorized Representative will 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 (to be defined in the First Lien Intercreditor Agreement), each Non-Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) 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 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 . The Debtors shall pay to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à- vis all the other First Lien Secured Backstop Parties (other than any Liens a put option premium in respect of the First Lien Secured Parties constituting DIP Financing Liens) and subject Backstop commitment in an amount equal to a customary carve-out or other carve-out approved by the Controlling Collateral Agent as existed prior to the commencement 1.75% of the applicable bankruptcy case, (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-à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Intercreditor Agreement, (C) if any aggregate principal amount of such the DIP Financing or Backstop commitment, payable in cash collateral is applied to repay any at the closing of the First Lien Obligations, such amount is applied in accordance with DIP Facility (the “Priority of Claims” above, and (D) if any First Lien 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 in accordance with “Priority of Claims” above; provided that the First Lien Secured Parties of each series will 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 Authorized Representative that will not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection will 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. If any First Lien Secured Party is granted adequate protection (A) in the form of Liens on any additional collateral, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of Liens on such additional collateral with the same priority vis-à- vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Intercreditor Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations in accordance with “Priority of Claims” aboveBackstop Premium”).

DIP Financing and Use of Cash Collateral. If in connection with any insolvency proceeding of any grantor, a grantor, as debtor-indebtor(s)-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders or a third party (the “DIP Lenders”) or the use of cash collateral, no First Lien Secured Party (other than any Controlling Collateral Agent or the Authorized Representative of any Controlling Collateral Agent) will raise any 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 will 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 (to be defined in the First Lien Intercreditor Agreement), each Non-Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) 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 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-à- à-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) and subject to a customary carve-out or other carve-out approved by the Controlling Collateral Agent as existed prior to the commencement of the applicable bankruptcy case, (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-à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Intercreditor 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 in accordance with “Priority of Claims” above, other than in the case of any DIP Financing which is a “roll-up” DIP Financing, and (D) if any First Lien 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 in accordance with “Priority of Claims” above; provided that the First Lien Secured Parties of each series will have a right to object to the grant of a Lien to secure the DIP Financing over any collateral Collateral subject to Liens in favor of the First Lien Secured Parties of such series or its Authorized Representative that will not constitute Shared Collateral; and provided, further, that the First Lien Secured Parties receiving adequate protection will 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. If any First Lien Secured Party is granted adequate protection (A) in the form of Liens on any additional collateral, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of Liens on such additional collateral with the same priority vis-à- à-vis the First Lien Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Lien Intercreditor Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Lien Secured Party will be entitled to seek, and each First Lien Secured Party will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations in accordance with “Priority of Claims” above.

DIP Financing and Use of Cash Collateral. If in connection with any insolvency proceeding of any grantor, a grantor, as debtor-indebtor(s)-in-possession, moves for approval of financing (“DIP Financing”) to be provided by one or more lenders or a third party (the “DIP Lenders”) or the use of cash collateral, no First Second Lien Secured Party (other than any Controlling Collateral Agent or the Authorized Representative of any Controlling Collateral Agent) will raise any 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 will 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 (to be defined in the First Second Lien Parity Intercreditor Agreement), each Non-Non- Controlling Secured Party (to be defined in the First Second Lien Parity Intercreditor Agreement) 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 Second Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Second 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 Second 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-à- à-vis all the other First Second Lien Secured Parties (other than any Liens of the First Second Lien Secured Parties constituting DIP Financing Liens) and subject to a customary carve-out or other carve-carve- out approved by the Controlling Collateral Agent as existed prior to the commencement of the applicable bankruptcy case, (B) the First Second Lien Secured Parties of each series are granted Liens on any additional or replacement collateral pledged to any First Second Lien 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 Second Lien Secured Parties (other than any Liens of any First Second Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Second Lien Parity Intercreditor Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Second Lien Obligations, such amount is applied in accordance with “Priority of Claims” above, and (D) if any First Second Lien 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 in accordance with “Priority of Claims” above; provided that the First Second Lien Secured Parties of each series will have a right to object to the grant of a Lien to secure the DIP Financing over any collateral Collateral subject to Liens in favor of the First Second Lien Secured Parties of such series or its Authorized Representative that will not constitute Shared Collateral; and provided, further, that the First Second Lien Secured Parties receiving adequate protection will not object to any other First Second Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Second Lien Secured Parties in connection with a DIP Financing or use of cash collateral. If any First Second Lien Secured Party is granted adequate protection (A) in the form of Liens on any additional or replacement collateral, then each other First Second Lien Secured Party will be entitled to seek, and each First Second Lien Secured Party will consent and not object to, adequate protection in the form of Liens on such additional or replacement collateral with the same priority vis-à- à-vis the First Second Lien Secured Parties (other than any Liens of any First Second Lien Secured Parties constituting DIP Financing Liens) as set forth in the First Second Lien Parity Intercreditor Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Second Lien Secured Party will be entitled to seek, and each First Second Lien Secured Party will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Second Lien Obligations in accordance with “Priority of Claims” above.