Common use of DIP Financing Clause in Contracts

DIP Financing. (a) If the Company or any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent or the ABL any Senior Priority Secured Parties Party shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party in raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables CollateralFinancing, except as permitted otherwise set forth herein), and will subordinate its Liens on the Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto), (ii) any adequate protection Liens provided to the Senior Priority Creditors, and (iii) any “carve-out” for professional or United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Agent, so long as (ix) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iiiy) all Liens on Common Collateral securing any such DIP Financing shall be are senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Senior Priority Secured Parties on the Collateral securing the ABL Senior Priority Obligations and (z) if any Senior Priority Secured Party receives an adequate protection Lien on Common Collateral; providedpost-petition assets of the debtor to secure the Senior Priority Obligations, howeversuch Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Junior Priority Obligations, provided that nothing contained (x) each such Lien in favor of such Senior Priority Secured Party and such Junior Priority Secured Party shall be subject to the provisions of Section 6.1(b) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien Collateral Agent or not prevent any New First Lien Junior Priority Secured Party from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company or any Grantor Loan Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor Loan Party with, or 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 Receivables ABL Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables ABL Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Shared Collateral AgentAgents, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees agree that it they will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Shared Collateral Agent Agents securing the New First Lien Shared Collateral Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Collateral except as permitted by Section 6.3(b)), so long as (i) the New First Lien Shared Collateral Agent retains its Agents retain their Lien on the Common ABL Collateral to secure the New First Lien Shared Collateral Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common the ABL Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common the ABL Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict and (iv) the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to amount of ABL Obligations as a result of such DIP Financing or use may be increased but in no event by no more than $50.0 million in excess of cash collateral or the maximum commitments under the ABL Credit Agreement prior to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens commencement of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsapplicable Insolvency Proceeding.

DIP Financing. (a) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but (it being agreed that the ABL Agent and the ABL Secured Parties shall not propose any other asset or any Non-Receivables CollateralDIP Financing secured by the Term Priority Collateral in competition with the Term Agent and the Term Secured Parties without the consent of the Term Agent), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company or any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Intercreditor Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Intercreditor Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Intercreditor Collateral) but not any other asset or any Non-Receivables Intercreditor Collateral, then the New First Lien CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien CF Collateral Agent securing the New First Lien CF Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Intercreditor Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien CF Collateral Agent retains its Lien on the Common Intercreditor Collateral to secure the New First Lien CF Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Intercreditor Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Intercreditor Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien CF Collateral Agent or any New First Lien CF Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien CF Collateral Agent on Non-Receivables Intercreditor Collateral securing the New First Lien CF Obligations.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent Senior Priority Representative shall agree on behalf of the Senior Priority Creditors to allow all one or the ABL Secured Parties shall seek more Senior Priority Creditors to provide the Company any Borrower or any Grantor Guarantor with, or the Senior Priority Representative shall 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset and/or entitled to a superpriority claim under Section 364 or any Non-Receivables Collateral507 of the Bankruptcy Code, then the New First Lien Collateral any Junior Priority Agent, each on behalf of itself and the New First Lien any Junior Priority Secured PartiesParties represented thereby, agrees that it will raise no objection and will not directly or indirectly support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same or the superpriority claim to which such DIP Financing is entitled on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral any Junior Priority Agent securing the New First Lien Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), Financing) so long as (i) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien relevant Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and such Lien has the same priority relative to the Senior Priority Liens as existed prior to the commencement of the case under the Bankruptcy Code and (ii) if the terms Senior Priority Agent receives an adequate protection Lien on assets of such Borrower or Guarantor to secure the Senior Priority Obligations, as the case may be, each Junior Priority Agent also receives an adequate protection Lien on such assets of such Borrower or Guarantor to secure the relevant Junior Priority Obligations, provided that (x) such Liens in favor of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Senior Priority Agent and the ABL Junior Priority Agent shall be subject to the provisions of Section 6.01(b) hereof and (y) the foregoing provisions of this Section 6.01(a) shall not prevent any Junior Priority Agent and the Junior Priority Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization that is not a Conforming Plan Reorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Note Agent, on behalf of itself and the New First Lien Noteholder Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Note Agent securing the New First Lien Note Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Note Agent retains its Lien on the Common Collateral to secure the New First Lien Note Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Note Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the Note Agent on the Note Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, howeverthe Note Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Note Obligations, provided that nothing contained (x) such Liens in favor of the ABL Agent and the Note Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Lien Collateral Note Agent or and the Noteholder Secured Parties from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time after the Discharge of ABL Collateral Obligation (as defined in the Base Intercreditor Agreement) and prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent any Senior Priority Agent, or the ABL Secured Parties any Senior Priority Creditors, shall seek agree to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral any Junior Priority Agent, each on behalf of itself and the New First Lien any Junior Priority Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral any Junior Priority Agent securing the New First Lien Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral each Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and (ii) if the terms Senior Priority Agent receives an adequate protection Lien on post-petition assets of the DIP Financing do not compel debtor to secure the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all Senior Priority Obligations, as the case may be, the Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the material terms of debtor to secure the Junior Priority Obligations, provided that (x) such plan are set forth Liens in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens favor of the ABL Collateral Senior Priority Agent and the ABL Junior Priority Agent shall be subject to the provisions of Section 6.1(b) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the Junior Priority Agent and the Junior Priority Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent Agents or any of the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Second Lien Collateral Agent securing the New First Second Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables ABL Priority Collateral, except as permitted by Section 6.3(band will not offer or support any debtor-in-possession financing which would compete with such DIP Financing)), so long as ; provided that (i) the New First Second Lien Collateral Agent retains its Lien on the Common ABL Priority Collateral to secure the New First Second Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); (ii) , subject to the terms hereof, to the Liens in favor of the ABL Secured Parties on the ABL Priority Collateral existing prior to the commencement of such Insolvency Proceeding, to any adequate protection Liens granted in favor of the ABL Obligations and to the senior priority of the DIP Financing do not compel and (ii) unless it shall otherwise consent, the applicable Grantor Second Lien Agent shall retain its Lien on the Second Lien Priority Collateral with the same priority as existed prior to seek confirmation of a specific plan of reorganization for which all or substantially all the commencement of the material terms case under the subject Debtor Relief Laws and any Lien of the ABL Agents (or other provider of DIP Financing) on the Second Lien Loan Priority Collateral securing such plan are set forth in the DIP Financing documentation or related document; is junior and subordinate to the Lien of the Second Lien Agent on the Second Lien Priority Collateral (to the extent of the Second Lien Priority Debt), (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent Agents and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in ABL Priority Collateral and (iv) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Second Lien Collateral Agent or any New First and the Second Lien Secured Party Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time after the Discharge of ABL Obligations (as defined in the Base Intercreditor Agreement) and prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent any Senior Priority Agent, or the ABL Secured Parties any Senior Priority Creditors, shall seek agree to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral any Junior Priority Agent, each on behalf of itself and the New First Lien any Junior Priority Secured PartiesParties represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral any Junior Priority Agent securing the New First Lien Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien relevant Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code, (ii) solely until the terms first date on which the Original Initial Junior Priority Lenders have ceased to be Junior Priority Creditors, (A) the aggregate principal amount of the commitments in respect of such DIP Financing, together with the Senior Priority Obligations, does not exceed 110% of the Maximum Senior Priority Obligations Amount and (B) any Junior Priority Agent or any Junior Priority Secured Party may object to any such DIP Financing do not compel provided by any third party other than the applicable Grantor to seek confirmation of a specific plan of reorganization for which all ABL Agent or substantially all of any ABL Secured Party under the material terms of such plan are set forth Base Intercreditor Agreement as in effect on the DIP Financing documentation or related document; Issue Date, and (iii) all if any Senior Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority Obligations under its Senior Priority Credit Facility, as the case may be, each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the relevant Junior Priority Obligations; provided that (x) such Liens on Common Collateral securing any such DIP Financing in favor of each Senior Priority Agent and each Junior Priority Agent shall be senior subject to or on a parity with the Liens provisions of Section 6.1(c) hereof and the relevant provisions of Section 6.1 of the ABL Collateral Base Intercreditor Agreement, and (y) the foregoing provisions of this Section 6.1(a) shall not prevent any Junior Priority Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Junior Priority Secured Party from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization that is not a Conforming Plan of Reorganization.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent or the ABL any Senior Priority Secured Parties Party shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party in raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds grounds, and will subordinate its Liens on the Collateral to (i) the Liens securing such DIP Financing (and will not request all obligations relating thereto), (ii) any adequate protection solely as a result of such DIP Financing Liens provided to the Senior Priority Creditors, and (iii) any “carve-out” for professional or use of cash collateral that is Receivables Collateral, except as permitted United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Agent, so long as (ix) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iiiy) all Liens on Common Collateral securing any such DIP Financing shall be are senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Senior Priority Secured Parties on the Collateral securing the ABL Senior Priority Obligations and (z) if any Senior Priority Secured Party receives an adequate protection Lien on Common Collateral; providedpost-petition assets of the debtor to secure the Senior Priority Obligations, howeversuch Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Junior Priority Obligations, provided that nothing contained (x) each such Lien in favor of such Senior Priority Secured Party and such Junior Priority Secured Party shall be subject to the provisions of Section 6.1(b) and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien Collateral Agent or not prevent any New First Lien Junior Priority Secured Party from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use content of cash collateral or a plan of reorganization (including with respect to the Liens securing the same on the grounds treatment therein of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien any Junior Priority Obligations).

DIP Financing. (a) If the Company or any Grantor Loan Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or any of the ABL Secured Credit Parties shall seek to provide the Company or any Grantor Loan Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured Term Credit Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b6.4(c))) or on any other basis, so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral existing as of the date the Insolvency Proceeding is commenced (and is granted a replacement lien on the same type of Collateral that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be the type of Collateral upon which Term Agent would have had a Lien) to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or to, on a parity with with, or junior to the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral; provided, however(iii) the aggregate principal amount of loans and letter of credit accommodations outstanding under any such DIP Financing, that nothing contained together with the aggregate outstanding principal amount of loans and outstanding amount of letters of credit made, issued or incurred pursuant to the ABL Documents, does not exceed the sum of (x) the Maximum ABL Facility Amount, plus (y) any Carve Out allowed by the Bankruptcy Court in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such Insolvency Proceeding, and (iv) such DIP Financing or use of cash collateral or shall not require the Loan Parties to the Liens securing the same on the grounds (A) seek confirmation of a failure to provide “adequate protection” specific plan of reorganization or arrangement for the Liens which all or substantially all of the New First Lien Collateral Agent on Non-Receivables Collateral securing material terms are set forth in the New First Lien Obligationsdocumentation evidencing such DIP Financing, or (B) liquidate or dispose of any Term Loan Priority Collateral.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Collateral Obligations, and the ABL Collateral Agent or the any ABL Secured Parties Credit Agreement Lenders, or any Additional Agent or any Additional ABL Credit Facility Lenders shall seek agree to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that it will raise no objection objection, and will not support or act in concert with any objection other party in raising an objection, to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Loan Agent securing the New First Lien Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Loan Agent retains its Lien on the Common Collateral to secure the New First Lien Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the Term Loan Agent on the Term Loan Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations Obligations, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing the Additional ABL Obligations, on Common ABL Priority Collateral; provided, however(iii) if the ABL Agent and/or any ABL Secured Party, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien Secured Party from raising any objection on post-petition assets of the debtor to secure the ABL Obligations or supporting any objection the Additional ABL Obligations, as the case may be, the Term Loan Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Term Loan Obligations and (iv) the terms of such DIP Financing or use do not require any Grantor to seek approval for any Plan of cash collateral or Reorganization that is not a Conforming Plan of Reorganization, provided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and the Term Loan Agent shall be subject to the Liens securing provisions of Section 6.1(d) hereof and (y) the same on foregoing provisions of this Section 6.1(a) shall not prevent the grounds Term Loan Agent and the Term Loan Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company or any Grantor withprovide, or consent to a third party providing, any Borrower or any Guarantor with any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien each Cash Flow Collateral Agent, on behalf of itself and the New First Lien Cash Flow Collateral Secured PartiesParties represented thereby, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien such Cash Flow Collateral Agent securing the New First Lien related Cash Flow Collateral Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien such Cash Flow Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien related Cash Flow Collateral Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Cash Flow Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of such Cash Flow Collateral Agent on the Cash Flow Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien such Cash Flow Collateral Agent or also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Cash Flow Collateral Obligations, provided that (x) such Liens in favor of the ABL Agent and such Cash Flow Collateral Agent shall be subject to the provisions of Section 6.1(b) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent any New First Lien Cash Flow Collateral Agent and any Cash Flow Collateral Secured Party from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Priority Collateral) but (it being understood that the ABL Agent and the ABL Secured Parties shall not propose any other asset or any Non-Receivables CollateralDIP Financing with respect to the Term Priority Collateral in competition with the Term Agent and the Term Secured Parties without the consent of the Term Agent), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien on Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, howeverthe Term Agent also may seek to obtain an adequate protection Lien on such post-petition assets of the debtor to secure the Term Obligations, provided that nothing contained (x) such Liens in favor of the ABL Agent and the Term Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Lien Collateral Term Agent or and the Term Lenders from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent Agents or any of the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Second Lien Collateral Agent securing the New First Second Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral collateral, and will not offer or support any debtor-in-possession financing which would compete with such DIP Financing); provided that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Second Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Second Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); (ii) , subject to the terms of this Agreement, to the Liens in favor of the ABL Secured Parties existing prior to the commencement of such Insolvency Proceeding, to any adequate protection Liens granted in favor of the ABL Obligations, and to the senior priority of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and Financing, (iiiii) all Liens on Common the Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent Agents and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in the Collateral and (iii) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Second Lien Collateral Agent or any New First and the Second Lien Secured Party Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to and shall move for the Discharge approval of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 or of the Bankruptcy Code financing (each, a “DIP Financing”), with such DIP Financing to be secured by all ) under Section 363 or Section 364 of Title 11 of the United States Code or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the similar provision in any Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables CollateralLaw, then the New First Lien Collateral each Second Priority Agent, on behalf of itself and the New First Lien each Second Priority Secured PartiesParty, agrees that it will raise no objection to, and will not support any objection to to, and will not otherwise contest (a) such DIP Financing provided (or use of cash collateral consented to or to not objected to) by such First Priority Agent, the Liens on First Priority Collateral securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing (the “DIP Financing Liens”) or the use of cash collateral that is Receivables constitutes First Priority Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after case unless the commencement of First Priority Agent or the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL First Priority Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit then object or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any support an objection to such DIP Financing, DIP Financing Liens or use of cash collateral collateral, and will not object on the basis of lack of adequate protection or any other relief in connection therewith and, to the extent the Liens securing the same First Priority Obligations under the applicable First Priority Documents are subordinated or equal in priority with such DIP Financing Liens, will subordinate (and will be deemed by virtue of this Agreement to have subordinated) its Liens on the grounds of a failure First Priority Collateral to provide “adequate protection” for such DIP Financing Liens on the same basis as the other Liens of the New on First Lien Collateral Agent on Non-Receivables Priority Collateral securing the New Second Priority Obligations are so subordinated to Liens securing First Priority Obligations under this Agreement, (b) any motion for relief from the automatic stay or any other stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations made by the First Priority Agent or any holder of First Priority Obligations, (c) any lawful exercise by any holder of First Priority Obligations of the right to credit bid First Priority Obligations under Section 363(k) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or any sale in foreclosure of any Collateral that is First Priority Collateral with respect to such claims or (d) any other request for judicial relief made in any court by any holder of First Priority Obligations relating to the lawful enforcement of any Lien Obligationson First Priority Collateral.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent Agents or any of the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Second Lien Collateral Agent securing the New First Second Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral collateral, and will not offer or support any debtor-in-possession financing which would compete with such DIP Financing); provided that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Second Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Second Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); (ii) , subject to the terms of this Agreement, to the Liens in favor of the ABL Secured Parties existing prior to the commencement of such Insolvency Proceeding, to any adequate protection Liens granted in favor of the ABL Obligations, and to the Table of Contents senior priority of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and Financing, (iiiii) all Liens on Common the Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent Agents and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in the Collateral and (iii) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Second Lien Collateral Agent or any New First and the Second Lien Secured Party Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral any Senior Priority Agent or the ABL Secured Parties Senior Priority Creditors shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that (subject to the provisions of Section 6.9 hereof) it will raise no objection and will not directly or indirectly support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables CollateralFinancing, except as permitted otherwise set forth herein), and, to the extent the Liens securing the Senior Priority Obligations are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Collateral to (i) such DIP Financing (and all Obligations relating thereto), (ii) any adequate protection liens provided to the Senior Priority Creditors, and (iii) any “carve-out” for professional or United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Agent, so long as (i) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent Senior Priority Agents and the ABL Secured Parties Senior Priority Creditors securing the ABL Senior Priority Obligations on Common Collateral; providedthe Collateral and (iii) if any Senior Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority Obligations, howevereach Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Junior Priority Obligations (which Lien shall be subject to the provisions of Section 6.1(b)), provided that nothing contained in the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien Collateral not prevent any Junior Priority Agent or Junior Priority Creditor from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral any Senior Priority Agent or the ABL Secured Parties Senior Priority Creditors shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that (subject to the provisions of Section 6.9 hereof) it will raise no objection and will not directly or indirectly support or act in concert with any other party in raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables CollateralFinancing, except as permitted otherwise set forth herein), and, to the extent the Liens securing the Senior Priority Obligations are subordinated to or pari passu with the Liens securing such DIP Financing, will subordinate its Liens on the Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto), (ii) any adequate protection liens provided to the Senior Priority Creditors, and (iii) any “carve-out” for professional or United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Agent, so long as (ix) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iiiy) all Liens on Common Collateral securing any such DIP Financing shall be are senior to or on a parity with the Liens of the ABL Collateral Agent Senior Priority Agents and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same Senior Priority Creditors on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Senior Priority Obligations and (z) if any Senior Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority Obligations, each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Junior Priority Obligations (which Lien shall be subject to the provisions of Section 6.1(c)), provided that the foregoing provisions of this Section 6.1(a) shall not prevent any Junior Priority Agent or Junior Priority Creditor from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization.

DIP Financing. (a) If the Company Term Loan Borrower, any ABL Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to and shall move for the Discharge approval of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 or of the Bankruptcy Code financing (each, a “DIP Financing”), with such DIP Financing to be secured by all ) under Section 363 or Section 364 of Title 11 of the United States Code or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not similar provision in any other asset or any Non-Receivables CollateralDebtor Relief Laws, then the New First Lien Collateral each Second Priority Agent, on behalf of itself and the New First Lien Secured Partieseach Second Priority Lender, agrees that it will raise no objection to, and will not support any objection to to, and will not otherwise contest (a) such DIP Financing, the Liens on First Priority Collateral securing such DIP Financing or use of cash collateral or to (the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing Liens”) or the use of cash collateral that is Receivables constitutes First Priority Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after case unless the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Priority Agent or any New the First Lien Secured Party from raising any objection Priority Lenders represented by such First Priority Agent shall then object or supporting any support an objection to such DIP Financing, DIP Financing Liens or use of cash collateral collateral, and will not object on the basis of lack of adequate protection or any other relief in connection therewith and, to the extent the Liens securing the same First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or pari passu with such DIP Financing Liens, will subordinate (and will be deemed by virtue of this Agreement to have subordinated) its Liens on the grounds of a failure First Priority Collateral to provide “adequate protection” for such DIP Financing Liens on the same basis as the other Liens of the New on First Lien Collateral Agent on Non-Receivables Priority Collateral securing the New Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement, (b) any motion for relief from the automatic stay or any other stay or from any injunction against foreclosure or enforcement in respect of First Priority Claims made by the First Priority Agent or any holder of First Priority Claims, (c) any lawful exercise by any holder of First Priority Claims of the right to credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any Lien Obligationson First Priority Collateral or (e) any order relating to a sale of First Priority Collateral for which the First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the Term Loan Agents in any Insolvency or Liquidation Proceeding are intended by the parties hereto to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

DIP Financing. (a) If the Company or any Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Common Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Common Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Common Collateral) but not any other asset or any Non-Receivables Common Collateral, then the New First Lien Term Loan Collateral Agent, on behalf of itself and the New First Lien Secured Parties, Agent agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Term Loan Collateral Agent securing the New First Lien Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Common Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Term Loan Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Term Loan Collateral Agent or any New First Lien Term Loan Secured Party from raising any objection or supporting any objection to (i) such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Term Loan Collateral Agent on Non-Receivables Common Collateral securing the New First Lien ObligationsTerm Loan Obligations or (ii) any financing under Section 364 of the Bankruptcy Code that would be secured by the Non-Common Collateral or any order for the use of cash collateral constituting Non-Common Collateral under Section 363 of the Bankruptcy Code.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, howeverthe Term Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Term Obligations, provided that nothing contained (x) such Liens in favor of the ABL Agent and the Term Agent shall be subject to the provisions of Section 6.1(b) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Lien Collateral Term Agent or and the Term Lenders from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If In the Company event of an Insolvency Proceeding, whether voluntary or any Grantor involuntary, no Second Lien Creditor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligationspropose, and the ABL Collateral Agent or the ABL Secured Parties shall seek agree to provide the Company or support any Grantor with, or consent to a third party providing, any debtor in possession financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”)) which is secured by a charge or other Security Interest that ranks in priority to or pari passu with the Security Interests in respect of the First Lien Obligations. If a Borrower or any Material Subsidiary obtains DIP Financing from any Lenders which have a first Security Interest, then the Second Lien Creditors will consent (and not raise any objection) to such DIP Financing and the Second Lien Collateral Agent (acting on behalf of the Second Lien Creditors) agrees it will subordinate the Security Interests securing the Second Lien Obligations to: (i) the Security Interests securing any such DIP Financing and (ii) any administrative or other court-ordered charges; provided that: (A) the amounts secured by all such charges, when taken together with the aggregate principal amount of the DIP Financing will not exceed an amount equal to 20% of the aggregate principal amount of First Lien Obligations outstanding immediately prior to the commencement of such Insolvency Proceeding, (B) the First Lien Security is subordinated to or pari passu with such DIP Financing (in which case, the Second Lien Creditors will subordinate the Second Lien Security in the Collateral to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that it will raise no objection and will not support any objection to liens securing such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (iC) the New First Second Lien Collateral Agent retains its Lien a Security Interest on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds proceeds thereof arising after the commencement of such Insolvency Proceeding) with the case under same priority as existed prior to the Bankruptcy Code); commencement of such insolvency or liquidation, but subject to the security interests securing any DIP Financing and any administrative or other court-ordered charges, (iiD) the terms such DIP Financing does not compel any Borrower or any of the DIP Financing do not compel the applicable Grantor Material Subsidiaries to seek confirmation of a specific plan of or reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection relating to such DIP Financing and (E) such DIP Financing does not expressly require the sale, liquidation or use disposition of cash collateral all or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens any substantial part of the New First Lien Collateral Agent on Non-Receivables Collateral securing prior to a default under the New First Lien ObligationsDIP Financing (other than a sale made in accordance with the governing insolvency legislation).

DIP Financing. (a) If the Company or any Grantor other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor other Credit Party with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provisions of any other applicable Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any other applicable Debtor Relief Laws or rule applied pursuant thereto) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any other applicable Debtor Relief Laws) would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien relevant Term Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” Adequate Protection for the Liens of the New First Lien Collateral Agent Term Agents securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection Adequate Protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b)6.3(c)(i) hereof), so long as (i) the New First Lien Collateral relevant Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agents on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agents and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization, plan of arrangement, proposal or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time after the Discharge of ABL Collateral Obligations (as defined in the Base Intercreditor Agreement) and prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent any Senior Priority Agent, or the ABL Secured Parties any Senior Priority Creditors, shall seek agree to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral any Junior Priority Agent, each on behalf of itself and the New First Lien any Junior Priority Secured PartiesParties represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral any Junior Priority Agent securing the New First Lien Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien relevant Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and (ii) if the terms Senior Priority Agent receives an adequate protection Lien on post-petition assets of the DIP Financing do not compel debtor to secure the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all Senior Priority Obligations, as the case may be, each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the material terms of debtor to secure the relevant Junior Priority Obligations, provided that (x) such plan are set forth Liens in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens favor of the ABL Collateral Senior Priority Agent and the ABL Junior Priority Agent shall be subject to the provisions of Section 6.1(b) hereof and the relevant provisions of Section 6.1 of the Base Intercreditor Agreement, and (y) the foregoing provisions of this Section 6.1(a) shall not prevent any Junior Priority Agent and the Junior Priority Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization that is not a Conforming Plan Reorganization.

DIP Financing. (a) If the Company any ABL Borrower or any Grantor ABL Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and if the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company any ABL Borrower or any Grantor ABL Guarantor with, or 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 Receivables ABL Priority Collateral (“ABL Cash Collateral”) under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a an “ABL Secured Party DIP Financing”), with such ABL Secured Party DIP Financing to be secured by all or any portion of the Receivables Collateral (including ABL Cash Collateral and assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it (i) will raise no objection and will not support any objection to such ABL Secured Party DIP Financing or use of cash collateral ABL Cash Collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds grounds; (and ii) except as provided under Section 6.3 below, will not request any adequate protection solely as a result of such ABL Secured Party DIP Financing or use of cash collateral that is Receivables ABL Cash Collateral, except as permitted ; and (iii) will not propose any ABL Secured Party DIP Financing secured by Section 6.3(b)), a Lien on any ABL Priority Collateral senior to or on parity with the Liens of the ABL Agent on such ABL Priority Collateral so long as (iw) the New First Lien Collateral aggregate principal amount of all ABL Secured Party DIP Financings does not exceed $50,000,000 (or, if higher, the aggregate outstanding principal amount of Loans (as defined in the ABL Credit Agreement) at such time, but not to exceed $100,000,000), (x) the Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of any Insolvency Proceeding under any Debtor Relief Laws) and, as to the case Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of any Insolvency Proceeding under the Bankruptcy Code); (ii) subject Debtor Relief Laws and any Lien on the terms Term Priority Collateral securing such ABL Secured Party DIP Financing or ABL Cash Collateral is junior and subordinate to the Lien of the DIP Financing do not compel Term Agent on the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and Term Priority Collateral, (iiiy) all Liens on Common ABL Priority Collateral securing any such ABL Secured Party DIP Financing or ABL Cash Collateral shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral; provided, however, that nothing contained and (z) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien ABL Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral ABL Cash Collateral relating to any provision or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral any Senior Priority Agent or the ABL Secured Parties any Senior Priority Facility Creditor shall seek to provide the Company or any Grantor withprovide, or consent to a third party providing, any Borrower or any Guarantor with any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, on behalf of itself and the New First Lien Junior Priority Secured PartiesParties represented thereby, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien related Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien related Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Senior Priority Agents and the Senior Priority Creditors securing the Senior Priority Obligations on the Collateral and (iii) if such Senior Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure Senior Priority Obligations, such Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Junior Priority Obligations, provided that (x) such Liens in favor of such Senior Priority Agent and such Junior Priority Agent shall be subject to the ABL Secured Parties securing provisions of Section 6.1(b) hereof and (y) the ABL Obligations on Common Collateral; provided, however, that nothing contained in foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien Collateral not prevent any Junior Priority Agent or and any New First Lien Junior Priority Secured Party from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company or any Grantor Obligor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Senior Agent shall desire to permit the use of cash collateral or the ABL Secured Parties shall seek to provide the Company permit any such Obligor to obtain financing (collectively, “DIP Financing”) under any Insolvency Statute, including Section 363 or any Grantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (eachCode, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Noteholder Collateral Agent, for and on behalf of itself and the New First Lien Secured PartiesNoteholders, agrees that neither it will nor any Noteholder shall raise no objection and will not support any objection to such DIP Financing or use request adequate protection (other than adequate protection consisting of cash collateral or a Lien that is subordinated to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens Lien of the New First Senior Agent and the Senior Lenders and/or to the Lien Collateral Agent securing of the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result provider of such DIP Financing at least to the same extent set forth in this Agreement) or use any other relief in connection with its or their interest in any such Collateral and waives any right the Noteholder Collateral Agent or any Noteholder may otherwise have to adequate protection of cash collateral its interest in the Collateral; provided that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on principal amount of any such DIP Financing plus the Common Collateral to secure outstanding principal amount of other Senior Indebtedness does not exceed the New First Lien Obligations sum of (in each caseA) the Senior Indebtedness Cap plus (B) $5,000,000, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); and (ii) the terms of the such DIP Financing do shall not compel the applicable Grantor any Obligor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the documents for such DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any Financing, except that such DIP Financing shall be senior may (A) provide that the plan of reorganization require the Discharge of Senior Indebtedness and (B) require such Obligor to seek confirmation of a plan of reorganization acceptable to the Senior Agent and the Senior Lenders or the lenders providing such DIP Financing and contain milestones relating to such plan of reorganization. To the extent that the Liens securing the Senior Indebtedness are discharged, subordinated to, or pari passu with such DIP Financing, the Noteholder Collateral Agent, for and on a parity with behalf of itself and the Noteholders, agrees that the Liens of the ABL Noteholder Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent (or any New First Lien Secured Party from raising any objection or supporting any objection Noteholder) in the Collateral shall be subordinated to the liens securing such DIP Financing or use of cash collateral or (and all obligations relating thereto) to the Liens securing same extent and upon the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsterms and conditions specified in this Agreement.

DIP Financing. (a) If the Company or any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First each Subordinated Lien Collateral Agent, on behalf of itself and the New First applicable Subordinated Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First such Subordinated Lien Collateral Agent securing the New First applicable Subordinated Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First such Subordinated Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First applicable Subordinated Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First such Subordinated Lien Collateral Agent on Non-Receivables Collateral securing the New First applicable Subordinated Lien Obligations.

DIP Financing. (a) If the Company or any Grantor Loan Party shall be become subject to a case (a “Bankruptcy Case”) under any Insolvency Proceeding at any time prior Debtor Relief Law and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing “DIP Lenders”) under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (eachCode, a “DIP Financing”), with and such DIP Financing to be secured by all or any portion motion has the consent of the Receivables Collateral (including assets thatRequired Lenders, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, each Lender agrees that it will raise no objection and will not support to any objection such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Collateral so long as (A) the Secured Parties of each class retain the benefit of their Liens on all such 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 (giving effect to the payment priorities set forth in Section 8.02), (B) the Secured Parties of each class are granted Liens on any additional collateral pledged to any other Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral or collateral, with the same priority vis-à-vis the Secured Parties as set forth in this Agreement (giving effect to the Liens securing payment priorities set forth in Section 8.02), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the same on the grounds Secured Obligations, such amount is applied pursuant to Section 8.02, (D) no Secured Party of any class is granted a DIP Financing Lien as part of a failure “roll up” of its Secured Obligations in any such DIP Financing unless all Secured Parties are provided the opportunity to provide participate pro rata in any such DIP Financing involving a “roll up” of Obligations and that such “roll up” is provided on a pro rata basis; provided, however, that notwithstanding the foregoing, any such opportunity to participate in any such “roll up” shall be provided first to Revolving Lenders only and (E) if any Secured Parties are granted adequate protection” for , including in the Liens form of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of periodic payments, in connection with such DIP Financing or use of cash collateral that is Receivables Collateralcollateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms proceeds of such plan adequate protection are set forth in applied pursuant to Section 8.02; provided that the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement receiving adequate protection shall prohibit or restrict the New First Lien Collateral Agent or not object to any New First Lien other Secured Party from raising receiving adequate protection comparable to any objection or supporting any objection adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationscollateral.

DIP Financing. (a) If the Company or any Grantor other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor other Credit Party with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien relevant Term Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent Term Agents securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b)6.3(c)(i) hereof), so long as (i) the New First Lien Collateral relevant Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agents on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agents and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company or any Grantor Obligor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Senior Agent or any Senior Lender shall desire to permit the ABL Secured Parties shall seek use of cash collateral (within the meaning of Section 363 of the Bankruptcy Code) or to provide the Company (or permit any Grantor withother Person to provide) any such Obligor with financing (collectively, “DIP Financing”) under Section 363 or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code (or consent any similar provision under the law applicable to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing Insolvency Proceeding) to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Subordinated Agent, for and on behalf of itself and the New First Lien Secured PartiesSubordinated Lenders, agrees that neither it nor any Subordinated Lender will raise no objection and will not support any objection to such DIP Financing or request adequate protection (other than adequate protection in the form of (x) a Lien that is subordinated to the Lien of the Senior Agent and the Senior Lenders and/or to the lien of the provider of such DIP Financing at least to the extent set forth in this Subordination Agreement (to the extent the Senior Agent and the Senior Lenders are granted adequate protection Liens), or (y) an expense of administration claim that is subordinated to the expense of administration claims of the Senior Agent and the Senior Lenders at least to the same extent set forth in this Subordination Agreement) or any other relief in connection with its or their interest in any such Collateral and hereby otherwise waives any right it or the Subordinated Lenders may otherwise have to adequate protection of its or their interest in the Collateral, and each Subordinated Lender will be deemed to have consented to, and hereby consents in advance to, any such use of cash collateral or (within the meaning of Section 363 of the Bankruptcy Code) and any such DIP Financing; provided that (A) in the case of a DIP Financing, the Subordinated Agent is not required as a condition to such DIP Financing to release its Lien on the Liens securing Collateral as the same may exist at the time of such DIP Financing and (B) any Subordinated Lender may seek adequate protection as permitted by this Section 5. The Subordinated Agent hereby agrees, for and on behalf of itself and the grounds of a failure to provide “adequate protection” for Subordinated Lenders, that the Liens of the New First Lien Subordinated Agent or any Subordinated Lender in the Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as shall be subordinated to (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations liens securing such DIP Financing (in each caseand all obligations relating thereto), including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) any replacement liens granted for the terms benefit of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; Senior Agent and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior “carve out” agreed to or on a parity with by the Liens of Senior Agent, in each case to the ABL Collateral Agent extent and upon the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained terms and conditions specified in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.Subordination Agreement. d.

DIP Financing. (a) If the Company Borrower or any Grantor other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL First Lien Obligations, and the ABL Collateral any First Lien Agent or the ABL any other First Lien Secured Parties shall seek to provide the Company Borrower or any Grantor other Credit Party with, or consent to a third party Third Party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (in each case, or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be on commercially reasonable terms under the circumstances and secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws), would be Receivables Collateral) but not any other asset or any Non-Receivables Collateraland subject to the proviso in this Section 6.1(a), then the New First each Second Lien Collateral Agent, on behalf of itself and the New First other applicable Second Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Second Lien Collateral Agent securing the New First Second Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, Collateral except as permitted by Section 6.3(b)), 6.3(b)(i) hereof) so long as as: (i) the New DIP Financing is not in excess of 120% of the sum of (x) to the extent refinanced in connection with, and included as part of, such DIP Financing, the aggregate principal amount of the pre-petition First Lien Collateral Obligations and (y) the amount of any unused revolving commitments under any First Lien Debt Facility outstanding immediately prior to the commencement of the applicable Insolvency Proceeding; (ii) each Second Lien Agent retains its Lien on the Common Collateral to secure the New First applicable Second Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (iiany Debtor Relief Laws) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral each First Lien Agent and the ABL other First Lien Secured Parties securing the ABL First Lien Obligations on Common Collateral; provided, however, that nothing contained . Nothing in this Agreement Section 6.1(a) shall prohibit or restrict prevent any Second Lien Agent and the New First Lien Collateral Agent or any New First other Second Lien Secured Party Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing directly relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code Code, would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common ABL Priority Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.

DIP Financing. (a) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Senior Lien Obligations, and the ABL Collateral Senior Lien Agent or the ABL other Senior Lien Secured Parties shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be on commercially reasonable terms under the circumstances and secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws, including section 50.6 of the BIA), would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Junior Lien Collateral Agent securing the New First Junior Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, Collateral except as permitted by Section 6.3(b)6.3(b)(i) hereof), so long as (i) the New First Junior Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Junior Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); any Debtor Relief Laws) and (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Senior Lien Agent and the ABL other Senior Lien Secured Parties securing the ABL Senior Lien Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral any Senior Priority Agent or the ABL Secured Parties Senior Priority Creditors shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party in raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables CollateralFinancing, except as permitted otherwise set forth herein), and, to the extent Liens securing Senior Priority Obligations are subordinated to or pari passu with the Liens securing such DIP Financing, will subordinate its Liens on the Collateral to (i) the Liens securing such DIP Financing (and to all obligations relating thereto), (ii) any adequate protection liens provided to the Senior Priority Creditors, and (iii) any “carve out” for professional or United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Representative, so long as (ix) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iiiy) all Liens on Common Collateral securing any such DIP Financing shall be are senior to or on a parity with the Liens of the ABL Collateral Agent Senior Priority Agents and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same Senior Priority Creditors on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Senior Priority Obligations and (z) if any Senior Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority Obligations, each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Junior Priority Obligations, provided that (x) such Liens in favor of such Senior Priority Agent and such Junior Priority Agent shall be subject to the provisions of Section 6.1(b) hereof and the relevant provisions of Section 6.1 of the ABL/Term Intercreditor Agreement and (y) the foregoing provisions of this Section 6.1(a) shall not prevent any Junior Priority Agent or Junior Priority Creditor from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization.

DIP Financing. (a) If the Company Borrower or any Grantor other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company Borrower or any Grantor other Credit Party with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code (or any similar provision in or order made under any foreign Debtor Relief Laws) or consent to any order for the use of cash collateral constituting Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a an “ABL DIP Financing”), with such ABL DIP Financing to be secured at least in part by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien Term Secured PartiesParties represented by such Term Agent, agrees that it will raise no objection and will not support any objection to such ABL DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent Term Agents securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b)6.3(c)(i) hereof), so long as (i) the New First Lien Collateral relevant Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Agents on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral; provided, however, that nothing contained (iii) any proceeds of the Term Priority Collateral are applied to the Term Obligations or as otherwise agreed by the Controlling Term Agent and (iv) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agents and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such ABL DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws. The Term Agents agree that they shall not, and nor shall any of the Term Secured Parties, directly or indirectly, provide, offer to provide, or support any debtor in possession financing or use of cash collateral secured by a Lien on the ABL Priority Collateral senior to or to pari passu with the Liens securing the same ABL Obligations. If, in connection with any ABL DIP Financing, any Liens on the grounds of ABL Priority Collateral held by the ABL Secured Parties to secure the ABL Obligations are subject to a failure surcharge or are subordinated to provide an administrative priority claim, a professional fee “adequate protectioncarve out,” for or fees owed to the United States Trustee, then the Liens on the ABL Priority Collateral of the New First Lien Collateral Agent on Non-Receivables Collateral Term Secured Parties securing the New First Lien ObligationsTerm Obligations shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the ABL Priority Collateral of the ABL Secured Parties consistent with this Agreement.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time after the Discharge of ABL Obligations (as defined in the Base Intercreditor Agreement) and prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent or the ABL any Senior Priority Secured Parties Party shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party in raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables CollateralFinancing, except as permitted otherwise set forth herein), and will subordinate its Liens on the Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto), (ii) any adequate protection Liens provided to the Senior Priority Creditors, and (iii) any “carve-out” for professional or United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Agent, so long as (ix) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iiiy) all Liens on Common Collateral securing any such DIP Financing shall be are senior to or on a parity with the Liens of the ABL Senior Priority Secured Parties on the Collateral securing the Senior Priority Obligations and (z) if any Senior Priority Secured Party receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority Obligations, such Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Junior Priority Obligations, provided that (x) each such Lien in favor of such Senior Priority Secured Party and such Junior Priority Secured Party shall be subject to the provisions of Section 6.1(b) hereof and the ABL Secured Parties securing relevant provisions of Section 6.1 of the ABL Obligations on Common Collateral; provided, however, that nothing contained in Base Intercreditor Agreement and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien Collateral Agent or not prevent any New First Lien Junior Priority Secured Party from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Collateral Obligations, and the ABL Collateral Agent or the any ABL Secured Parties Credit Agreement Lenders, or any Additional ABL Agent or any Additional ABL Credit Facility Lenders shall seek agree to provide the Company or any Grantor Credit Party with, or consent to a third party providing, any Credit Party with any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that it will raise no objection objection, and will not directly or indirectly support or act in concert with any objection other party in raising an objection, to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Loan Agent securing the New First Lien Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Loan Agent retains its Lien on the Common Collateral to secure the New First Lien Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the Term Loan Agent on the Term Loan Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations Obligations, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing the Additional ABL Obligations, on Common ABL Priority Collateral; provided, however(iii) if the ABL Agent and/or any ABL Secured Party, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien Secured Party from raising any objection on post-petition assets of the debtor to secure the ABL Obligations or supporting any objection the Additional ABL Obligations, as the case may be, the Term Loan Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Term Loan Obligations and (iv) the terms of such DIP Financing or use do not require any Grantor to seek approval for any Plan of cash collateral or Reorganization that is not a Conforming Plan of Reorganization, provided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and the Term Loan Agent shall be subject to the Liens securing provisions of Section 6.1(d) hereof and (y) the same on foregoing provisions of this Section 6.1(a) shall not prevent the grounds Term Loan Agent and the Term Loan Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization that is not a Conforming Plan of Reorganization.

DIP Financing. (a) If the Company or any Grantor Obligor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Senior Agent or any Senior Lender shall desire to permit the ABL Secured Parties shall seek use of cash collateral (within the meaning of Section 363 of the Bankruptcy Code) or to provide the Company (or permit any Grantor withother Person to provide) any such Obligor with financing (collectively, "DIP Financing") under Section 363 or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code (or consent any similar provision under the law applicable to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing Insolvency Proceeding) to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Subordinated Agent, for and on behalf of itself and the New First Lien Secured PartiesSubordinated Lenders, agrees that neither it nor any Subordinated Lender will raise no objection and will not support any objection to such DIP Financing or request adequate protection (other than adequate protection in the form of (x) a Lien that is subordinated to the Lien of the Senior Agent and the Senior Lenders and/or to the lien of the provider of such DIP Financing at least to the extent set forth in this Subordination Agreement (to the extent the Senior Agent and the Senior Lenders are granted adequate protection Liens), or (y) an expense of administration claim that is subordinated to the expense of administration claims of the Senior Agent and the Senior Lenders at least to the same extent set forth in this Subordination Agreement) or any other relief in connection with its or their interest in any such Collateral and hereby otherwise waives any right it or the Subordinated Lenders may otherwise have to adequate protection of its or their interest in the Collateral, and each Subordinated Lender will be deemed to have consented to, and hereby consents in advance to, any such use of cash collateral or (within the meaning of Section 363 of the Bankruptcy Code) and any such DIP Financing; provided that (A) in the case of a DIP Financing, the Subordinated Agent is not required as a condition to such DIP Financing to release its Lien on the Liens securing Collateral as the same may exist at the time of such DIP Financing and (B) any Subordinated Lender may seek adequate protection as permitted by this Section 5. The Subordinated Agent hereby agrees, for and on behalf of itself and the grounds of a failure to provide “adequate protection” for Subordinated Lenders, that the Liens of the New First Lien Subordinated Agent or any Subordinated Lender in the Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as shall be subordinated to (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations liens securing such DIP Financing (in each caseand all obligations relating thereto), including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) any replacement liens granted for the terms benefit of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; Senior Agent and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior “carve out” agreed to or on a parity with by the Liens of Senior Agent, in each case to the ABL Collateral Agent extent and upon the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained terms and conditions specified in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsSubordination Agreement.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the any ABL Secured Parties Credit Agreement Lenders shall seek agree to provide the Company or any Grantor Credit Party with, or consent to a third party providing, any Credit Party with any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that it will raise no objection objection, and will not directly or indirectly support or act in concert with any objection other party in raising an objection, to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Loan Agent securing the New First Lien Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Loan Agent retains its Lien on the Common Collateral to secure the New First Lien Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the First Lien Term Loan Agent on the Term Loan Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations and (iii) if the ABL Agent and/or any ABL Secured Party receives an adequate protection Lien on Common Collateral; providedpost-petition assets of the debtor to secure the ABL Obligations, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Term Loan Agent or any New also receives an adequate protection Lien on such post-petition assets of the debtor to secure the First Lien Term Loan Obligations, provided that (x) such Liens in favor of the ABL Agent and the First Lien Term Loan Agent shall be subject to the provisions of Section 6.1(e) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the First Lien Term Loan Agent and the First Lien Term Loan Secured Party Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but (it being agreed that the ABL Agent and the ABL Secured Parties shall not propose any other asset or any Non-Receivables CollateralDIP Financing secured by the Term Priority Collateral in competition with the Term Agent and the Term Secured Parties without the consent of the Term Agent), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the 36 Form of J. Crew Intercreditor Agreement grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company Revolving Borrower or any Grantor Revolving Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Revolving Obligations, and the ABL Collateral Agent Revolving Lender or the ABL Revolving Secured Parties shall seek to provide the Company Revolving Borrower or any Grantor Revolving Guarantor with, or 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 Receivables Revolving Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a an “Revolving DIP Financing”), with such Revolving DIP Financing to be secured by all or any portion of the Receivables Revolving Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Revolving Priority Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such Revolving DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Term Agent on Revolving Priority Collateral Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such Revolving DIP Financing or use of cash collateral that is Receivables Collateral, Revolving Priority Collateral except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Revolving Priority Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such Revolving DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms aggregate principal amount of loans and letter of credit accommodations outstanding under any such Revolving DIP Financing, together with, but without duplication, the aggregate outstanding principal amount of loans and outstanding amount of letters of credit made, issued or incurred pursuant to the Revolving Documents and the amount of the Revolving Obligations in respect of the Swap Obligations does not exceed the Maximum Revolving Facility Amount; and (iii) such Revolving DIP Financing do shall not compel require the applicable Grantor Loan Parties to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the documentation evidencing such Revolving DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsFinancing.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by by, potentially with other collateral, all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Cash Flow Agent, on behalf of itself and the New First Lien Cash Flow Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Cash Flow Agent securing the New First Lien Cash Flow Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Cash Flow Agent retains its Lien on the Common Collateral to secure the New First Lien Cash Flow Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Law) and, as to the Bankruptcy Code); Cash Flow Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on Cash Flow Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Cash Flow Agent on the Cash Flow Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral; provided, however(iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Cash Flow Agent and the Cash Flow Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws, (iv) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, the Cash Flow Agent also may seek to obtain an adequate protection Lien on such post-petition assets of the debtor to secure the Cash Flow Obligations, provided that nothing contained such Liens in this Agreement favor of the Cash Flow Agent and the ABL Agent shall prohibit or restrict be subject to the New First Lien Collateral Agent or any New First Lien Secured Party provisions of Section 6.1(d) hereof and (v) the maximum aggregate principal amount of Indebtedness that may be outstanding from raising any objection or supporting any objection time to time under such DIP Financing or use plus, without duplication, the aggregate principal amount of cash collateral or to Loans and the Liens securing aggregate face amount of Letters of Credit (each as defined in any ABL Credit Agreement) does not exceed $435,000,000 less the same on aggregate principal amount of all Incremental Replacement Secured Notes (as defined in the grounds of a failure to provide “adequate protection” for ABL Credit Agreement) ever issued in accordance with the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsABL Credit Agreement.

DIP Financing. (a) If the Company or any Grantor Loan Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or any of the ABL Secured Parties shall seek to provide the Company or any Grantor Loan Party with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws, (which may include a “roll-up” or “roll-over” of all or any of the ABL Obligations), whether provided by any ABL Secured Party or any other Person (each, a including any such order for the use of cash collateral, an “ABL DIP Financing”), with such ABL DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien applicable Term Secured Parties, agrees that (i) it will raise no objection and will not support any objection to such ABL DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash collateral that is Receivables ABL Priority Collateral, except as permitted by Section 6.3(b)and will not offer or support any debtor-in-possession financing which would compete with such ABL DIP Financing), so long as and (iii) it will subordinate (and will be deemed hereunder to have subordinated) the New First Lien Liens of such applicable Term Agent or any other Term Secured Parties on the ABL Priority Collateral (but not the Term Priority Collateral) to (1) the Liens on the ABL Priority Collateral pursuant to such ABL DIP Financing (to the extent the Liens securing the ABL DIP Financing are pari passu or senior in priority to the ABL Obligations), (2) any adequate protection provided to the ABL Secured Parties and (3) any reasonable administrative claim, professional fee and U.S. trustee or clerk of the court fee “carve-outs”, in each case, consented to in writing by the ABL Agent to be paid prior to the Discharge of ABL Obligations, in each case, on the same terms as the Liens of the Term Secured Parties are subordinated to the Liens granted with respect to such ABL DIP Financing (and such subordination will not alter in any manner the terms of this Agreement); provided that (A) each Term Agent retains its Lien on the Common ABL Priority Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws), (B) unless it shall otherwise consent, each Term Agent shall retain its Lien on the Bankruptcy Code); (ii) Term Priority Collateral with the terms same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien of the ABL Agent (or other provider of ABL DIP Financing) on the Term Priority Collateral securing such ABL DIP Financing do not compel shall be junior and subordinate to the applicable Grantor to seek confirmation Lien of a specific plan of reorganization for which all or substantially all of each Term Agent on the material terms of such plan are set forth in the DIP Financing documentation or related document; and Term Priority Collateral, (iiiC) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing Financing, shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in ABL Priority Collateral and (D) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien Collateral not prevent any Term Agent or the other Term Secured Parties from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such ABL DIP Financing (x) relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws or (y) that provides for the use of cash collateral any Term Priority Collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” Proceeds thereof other than for the Liens payment of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Term Obligations.

DIP Financing. (a) If the Company Lead Borrower, any other ABL Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to and shall move for the Discharge approval of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 or of the Bankruptcy Code financing (each, a “DIP Financing”), with such DIP Financing to be secured by all ) under Section 363 or Section 364 of Title 11 of the United States Code or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not similar provision in any other asset or any Non-Receivables CollateralDebtor Relief Laws, then the New First Lien Collateral each Second Priority Agent, on behalf of itself and the New First Lien Secured Partieseach Second Priority Lender, agrees that it will raise no objection to, and will not support any objection to to, and will not otherwise contest (a) such DIP Financing, the Liens on First Priority Collateral securing such DIP Financing (and all obligations relating thereto, including any “carve-out” from the ABL Priority Collateral granting administrative priority status or use Lien priority to secure the payment of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens fees and expenses of the New First Lien Collateral United States Trustee or professionals retained by any debtor or creditors’ committee agreed to by the ABL Agent securing or other holder of ABL Claims) (the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such “DIP Financing Liens”) or the use of cash collateral that is Receivables constitutes First Priority Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after case unless the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Priority Agent or any New the First Lien Secured Party from raising any objection Priority Lenders represented by such First Priority Agent shall then object or supporting any support an objection to such DIP Financing, DIP Financing Liens or use of cash collateral collateral, and will not object on the basis of lack of adequate protection or any other relief in connection therewith and, to the extent the Liens securing the same First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or pari passu with such DIP Financing Liens, will subordinate (and will be deemed by virtue of this Agreement to have subordinated) its Liens on the grounds of a failure First Priority Collateral to provide “adequate protection” for such DIP Financing Liens on the same basis as the other Liens of the New on First Lien Collateral Agent on Non-Receivables Priority Collateral securing the New Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement, (b) any motion for relief from the automatic stay or any other stay or from any injunction against foreclosure or enforcement in respect of First Priority Claims made by the First Priority Agent or any holder of First Priority Claims, (c) any lawful exercise by any holder of First Priority Claims of the right to credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any Lien Obligationson First Priority Collateral or (e) any order relating to a sale of First Priority Collateral for which the First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the Term Loan Agents in any Insolvency or Liquidation Proceeding are intended by the parties hereto to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) would be Receivables Collateral) but (it being understood that the ABL Agent and the ABL Secured Parties shall not propose any other asset or any Non-Receivables CollateralDIP Financing with respect to the Notes Priority Collateral in competition with the Notes Agent and the Notes Secured Parties without the consent of the Notes Agent), then each of the New First Lien Collateral Notes Agent, on behalf of itself and the New First Lien Notes Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Notes Agent securing the New First Lien Notes Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Notes Agent retains its Lien on the Common Collateral to secure the New First Lien Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under Insolvency Proceeding) and, as to the Bankruptcy Code); Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on Notes Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Notes Agent on the Notes Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, howeverthe Notes Agent also may seek to obtain an adequate protection Lien on such post-petition assets of the debtor to secure the Notes Obligations, provided that nothing contained (x) such Liens in favor of the ABL Agent and the Notes Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Lien Collateral Notes Agent or and the Notes Secured Parties from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company First Lien Parties desire to permit the sale or use of any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor withcollateral, or consent to a third party providing, permit any Loan Party to obtain debtor-in-possession financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with then the Second Lien Parties shall: (a) be deemed to accept and won’t object or support any objection to, such sale or use or any such DIP Financing to be secured by all Financing, (b) not request or accept any form of adequate protection or any portion other relief in connection therewith except as set forth below and (c) subordinate its Liens to such DIP Financing, any adequate protection provided to the First Lien Parties and any “carve-out” for fees agreed to by the Collateral Agent. • Sales: None of the Receivables Second Lien Parties shall oppose any sale that is supported by the Collateral Agent, and the Second Lien Parties will be deemed to have consented to any such sale and to have released their Liens in such assets. • Adequate Protection: No Second Lien Party shall contest (including assets thata) any request by the First Lien Parties for adequate protection or (b) any objection by the First Lien Parties to any motion, but for etc. based on the application First Lien Parties claiming a lack of Section 552 adequate protection or (c) the payment of interest, fees, expenses or other amounts to the Bankruptcy Code would be Receivables Collateral) but not Collateral Agent or any other asset or First Lien Party. However, (i) if the First Lien Parties are granted adequate protection in the form of additional collateral in connection with any Non-Receivables CollateralDIP Financing, then the New First Second Lien Collateral Agent, Parties may seek adequate protection in the form of a lien on behalf of itself and the New First Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash additional collateral or (subordinated to the Liens liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; event the any Second Lien Party is granted adequate protection in the form of additional collateral, then the First Lien Parties shall have a senior Lien and claim on such additional collateral and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with in the Liens of event the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New Party is granted adequate protection in the form of a superpriority claim, then the Second Lien Parties may seek adequate protection in the form of a junior superpriority claim, subordinated to the superpriority claim granted to the First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsParties.

DIP Financing. (a) If the Company or any Grantor Obligor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Senior Agent or any Senior Lender shall desire to permit the ABL Secured Parties shall seek use of cash collateral (within the meaning of Section 363 of the Bankruptcy Code) or to provide the Company (or permit any Grantor withother Person to provide) any such Obligor with financing (collectively, “DIP Financing”) under Section 363 or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code (or consent any similar provision under the law applicable to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing Insolvency Proceeding) to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral each Subordinated Agent, for and on behalf of itself and the New First Lien Secured PartiesSubordinated Lenders, agrees that neither it nor any Subordinated Lender will raise no objection and will not support any objection to such DIP Financing or request adequate protection (other than adequate protection in the form of (x) a Lien that is subordinated to the Lien of the Senior Agent and the Senior Lenders and/or to the lien of the provider of such DIP Financing at least to the extent set forth in this Subordination Agreement (to the extent the Senior Agent and the Senior Lenders are granted adequate protection Liens), or (y) an expense of administration claim that is subordinated to the expense of administration claims of the Senior Agent and the Senior Lenders at least to the same extent set forth in this Subordination Agreement) or any other relief in connection with its or their interest in any such Collateral and hereby otherwise waives any right it or the Subordinated Lenders may otherwise have to adequate protection of its or their interest in the Collateral, and each Subordinated Lender will be deemed to have consented to, and hereby consents in advance to, any such use of cash collateral or (within the meaning of Section 363 of the Bankruptcy Code) and any such DIP Financing; provided that (A) in the case of a DIP Financing, no Subordinated Agent is required as a condition to such DIP Financing to release its Lien on the Liens securing Collateral as the same on may exist at the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result time of such DIP Financing or use of cash collateral that is Receivables Collateral, except and (B) any Subordinated Lender may seek adequate protection as permitted by this Section 6.3(b))5. Each Subordinated Agent hereby agrees, so long as for and on behalf of itself and the Subordinated Lenders, that the Liens of such Subordinated Agent or (x) in the case of the Second Lien Agent, any Second Xxxx Xxxxxx, and (y) in the case of the Third Lien Agent, any Third Lien Lender, in the Collateral shall be subordinated to (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations liens securing such DIP Financing (in each caseand all obligations relating thereto), including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) any replacement liens granted for the terms benefit of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; Senior Agent and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior “carve out” agreed to or on a parity with by the Liens of Senior Agent, in each case to the ABL Collateral Agent extent and upon the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained terms and conditions specified in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.Subordination Agreement. d.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral any Senior Priority Agent or the ABL Secured Parties Senior Priority Creditors shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party in raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables CollateralFinancing, except as permitted otherwise set forth herein), and, to the extent the Liens securing the Senior Priority Obligations are subordinated to or pari passu with the Liens securing such DIP Financing, will subordinate its Liens on the Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto), (ii) any adequate protection liens provided to the Senior Priority Creditors, and (iii) any “carve-out” for professional or United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Agent, so long as (ix) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iiiy) all Liens on Common Collateral securing any such DIP Financing shall be are senior to or on a parity with the Liens of the ABL Collateral Agent Senior Priority Agents and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same Senior Priority Creditors on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Senior Priority Obligations and (z) if any Senior Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority Obligations, each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Junior Priority Obligations, provided that (x) such Liens in favor of such Senior Priority Agent and such Junior Priority Agent shall be subject to the provisions of Section 6.1(b) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent any Junior Priority Agent or Junior Priority Creditor from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization.

DIP Financing. (a) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge Payment of ABL ObligationsMaximum First Lien Facility Amount, and the ABL Collateral First Lien Agent or the ABL First Lien Secured Parties shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of any grounds, including a failure to provide “adequate protection” for the Liens of the New First Second Lien Collateral Agent securing the New First Second Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)6.3(b)(i) and will not offer or support any debtor-in-possession financing which would compete with such DIP Financing), so long as (i) the New First Second Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Second Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); , (ii) the terms additional amount advanced against the Collateral pursuant to any such DIP Financing does not exceed $10,000,000, (iii) all Liens on the Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Lien Agent and the First Lien Secured Parties securing the First Lien Obligations on the Collateral; (iv) the non-default interest rate with respect to the DIP Financing is no more than 2.00% above the rate in effect immediately prior to the commencement of the Insolvency Proceeding and the default rate for such DIP Financing is no greater than 2.00% in excess of such non-default rate, (v) the closing fees with respect to the DIP Financing are no more than 1.50% of the maximum principal amount of the DIP Financing; (vi) the DIP Financing do does not compel the applicable Grantor any Borrower or any Guarantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation, (vii) the DIP Financing documentation or related document; and (iii) cash collateral order does not expressly require the liquidation of all Liens on Common of the Collateral securing any such prior to a default under the DIP Financing documentation or cash collateral order (it being agreed that the DIP Facility may require that certain of the Collateral be liquidated within a specified time period; provided, further, nothing herein shall be senior prevent the Second Lien Agent or the Second Lien Secured Parties from (x) objecting to any provision in any DIP Financing relating to any provision or on content of a parity plan or reorganization to the extent that such objection is not inconsistent with the Liens terms of this Agreement, or (y) objecting to any agreement or arrangements that require a specific treatment of the ABL Collateral claim in the Insolvency Proceeding for purposes of a plan of reorganization or contravene the terms of this Agreement in any material respect; provided that if the Second Lien Agent and the ABL Second Lien Secured Parties securing exercise the ABL Obligations on Common Collateral; provided, however, that nothing contained purchase option set forth in this Agreement shall prohibit or restrict Article 7 hereof with respect to the New First Lien Collateral Obligations, the First Lien Agent or any New agrees, on behalf of the First Lien Secured Party from raising Parties, that the First Lien Agent and the First Lien Secured Parties shall not seek to provide the Borrower or any objection or supporting any objection to such Guarantor with a DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsfollowing such purchase.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or any of the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (each, or any similar provision of any foreign Debtor Relief Laws or under a “DIP Financing”), court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) with such DIP Financing financing to be secured by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral(each, an “ABL DIP Financing”), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such ABL DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds the ABL Priority Collateral (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by otherwise provided for in Section 6.3(b)), so long as 6.3 below) and will not offer or support any debtor-in-possession financing that would compete with such ABL DIP Financing; provided that (i) the New First Lien Collateral Term Agent retains its Lien on the Common ABL Priority Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); , subject to the terms hereof, to the Liens in favor of the ABL Secured Parties on the ABL Priority Collateral existing prior to the commencement of such Insolvency Proceeding, to any adequate protection Liens on the ABL Priority Collateral granted in favor of the ABL Obligations, any “carve out” from the ABL Priority Collateral for fees and expenses of professionals retained by the debtors and creditors committee and the United States Trustee, as agreed to by the ABL Agent, and to the senior priority of the ABL DIP Financing on the ABL Priority Collateral and (ii) unless it shall otherwise consent, the terms Term Agent shall retain its Lien on the Term Priority Collateral with the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien of the ABL Agent (or other provider of ABL DIP Financing) on the Term Priority Collateral securing such ABL DIP Financing do not compel is junior and subordinate to the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all Lien of the material terms Term Agent on the Term Priority Collateral (to the extent of such plan are set forth in the DIP Financing documentation or related document; and Term Priority Debt), (iii) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iv) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such ABL DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or any of the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (each, or any similar provision of any foreign Debtor Relief Laws or under a “DIP Financing”), court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) with such DIP Financing financing to be secured by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral(each, an “ABL DIP Financing”), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such ABL DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds the ABL Priority Collateral (and will not request any adequate protection with respect to its Lien on the ABL Priority Collateral solely as a result of such ABL DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by otherwise provided for in Section 6.3(b6.3 below) and will not propose, offer or support any debtor-in-possession financing that would compete with such ABL DIP Financing (it being understood that any DIP Financing proposed under Section 6.1(b) hereof shall not be deemed in competition with such ABL DIP Financing)), so long as ; provided that (i) the New First Lien Collateral Term Agent retains its Lien on the Common ABL Priority Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); , subject to the terms hereof, to the Liens in favor of the ABL Secured Parties on the ABL Priority Collateral existing prior to the commencement of such Insolvency Proceeding, to any adequate protection Liens on the ABL Priority Collateral granted in favor of the ABL Obligations, any “carve out” from the ABL Priority Collateral for fees and expenses of professionals retained by the debtors and creditors committee and the United States Trustee, as agreed to by the ABL Agent, and to the senior priority of the ABL DIP Financing on the ABL Priority Collateral and (ii) unless it shall otherwise consent, the terms Term Agent shall retain its Lien on the Term Priority Collateral with the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien of the ABL Agent (or other provider of ABL DIP Financing) on the Term Priority Collateral securing such ABL DIP Financing do not compel is junior and subordinate to the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all Lien of the material terms of such plan are set forth in Term Agent on the DIP Financing documentation or related document; and Term Priority Collateral, (iii) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iv) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such ABL DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. In the event of an Insolvency Proceeding, whether voluntary or involuntary, no Second Lien Creditor shall propose, agree to provide or support any debtor in possession financing (aa "DIP Financing") which is secured by a charge or other Security Interest that ranks in priority to or pari passu with the Security Interests in respect of the First Lien Obligations. If the Company a Borrower or any Grantor shall be subject Material Subsidiary obtains DIP Financing from any Lenders which have a first Security Interest, then the Second Lien Creditors will consent (and not raise any objection) to such DIP Financing and the Second Lien Collateral Agent (acting on behalf of the Second Lien Creditors) agrees it will subordinate the Security Interests securing the Second Lien Obligations to: (i) the Security Interests securing any Insolvency Proceeding at such DIP Financing and (ii) any time administrative or other court-ordered charges; provided that: (A) the amounts secured by all such charges, when taken together with the aggregate principal amount of the DIP Financing will not exceed an amount equal to 20% of the aggregate principal amount of First Lien Obligations outstanding immediately prior to the Discharge commencement of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”such Insolvency Proceeding), (B) the First Lien Security is subordinated to or pari passu with such DIP Financing to be secured by all or any portion of (in which case, the Receivables Second Lien Creditors will subordinate the Second Lien Security in the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (iC) the New First Second Lien Collateral Agent retains its Lien a Security Interest on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds proceeds thereof arising after the commencement of such Insolvency Proceeding) with the case under same priority as existed prior to the Bankruptcy Code); commencement of such insolvency or liquidation, but subject to the security interests securing any DIP Financing and any administrative or other court-ordered charges, (iiD) the terms such DIP Financing does not compel either Borrower or any of the DIP Financing do not compel the applicable Grantor Material Subsidiaries to seek confirmation of a specific plan of or reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection relating to such DIP Financing and (E) such DIP Financing does not expressly require the sale, liquidation or use disposition of cash collateral all or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens any substantial part of the New First Lien Collateral Agent on Non-Receivables Collateral securing prior to a default under the New First Lien ObligationsDIP Financing (other than a sale made in accordance with the governing insolvency legislation).

DIP Financing. (a) If the Company or any Grantor Obligor shall be subject to any Insolvency Proceeding at and the First Lien Agent or any time First Lien Lender shall desire, prior to the Discharge of ABL ObligationsPriority First Lien Indebtedness, and to permit the ABL use of Cash Collateral Agent or the ABL Secured Parties shall seek to provide the Company any such Obligor financing (collectively, “DIP Financing”) under Section 363 or any Grantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (eachCode, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Second Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, Agent agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b))that, so long as (i) the New aggregate principal amount of Indebtedness incurred pursuant to such DIP Financing, together with the aggregate principal amount of all other outstanding First Lien Collateral Indebtedness, would not exceed the Maximum Priority First Lien Loan Amount at such time, (ii) the Second Lien Agent retains its a Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of such proceeding) with the case same priority as existed prior to the commencement of such Insolvency Proceeding under applicable law (an “Adequate Protection Lien”), (iii) the Bankruptcy Code); Second Lien Agent receives a replacement lien (iia “Permitted Replacement Lien”) on assets arising after the commencement of such Insolvency Proceeding, to the same extent granted to the First Lien Agent, with the same priority as existed with respect to Collateral that existed prior to the commencement of such Insolvency Proceeding, (iv) such use of Cash Collateral or DIP Financing is subject to the terms of this Agreement, (v) the DIP Financing do does not compel the applicable Grantor any Obligor to seek confirmation of a specific plan of reorganization for which all or substantially all reorganization, and (vi) the DIP Financing documentation does not expressly require the liquidation of the material Collateral prior to a default under the DIP Financing documentation, it will raise no objection to such DIP Financing; provided, however, that, after the First Lien Agent consults in good faith with the Second Lien Agent and the Second Lien Lenders with respect to any milestones or sale of Collateral, the DIP Financing documentation may require the Obligors to achieve certain milestones toward a sale of Collateral and may require a sale of Collateral. The Second Lien Agent hereby agrees that its Liens in the Collateral shall be subordinated to the Liens securing such DIP Financing (and all obligations relating thereto) to the same extent and upon the same terms and conditions specified in this Agreement for the subordination of the Second Lien Agent’s and the Second Lien Lenders’ Liens in the Collateral securing the Second Lien Indebtedness to the First Lien Agent’s and the First Lien Lenders’ Liens in the Collateral securing the Priority First Lien Indebtedness. Notwithstanding anything to the contrary in this Section 3.d, if the First Lien Lenders desire to provide DIP Financing to the Obligor, the First Lien Lenders shall offer the Second Lien Lenders the right to purchase a last-out participation in the First Lien Term Loans in an aggregate principal amount equal to at least $7,500,000 (pursuant to a participation agreement in the form attached hereto as Annex I) and, if one or more of the Second Lien Lenders purchase such plan are set forth last-out participation in the First Lien Term Loans in an aggregate principal amount equal to at least $7,500,000 (pursuant to a participation agreement in the form attached hereto as Annex I), the First Lien Agent and the First Lien Lenders will not require the Obligors (or will waive any existing requirement in the DIP Financing documentation that requires the Obligors) to achieve any milestones toward a sale of Collateral or related document; and (iii) all Liens on Common sell Collateral securing during the pendency of any such DIP Financing shall be senior to or on a parity with Insolvency Proceeding without the Liens prior written consent of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Second Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsAgent.

DIP Financing. (ah) If the Company ABL Borrower or any Grantor ABL Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company ABL Borrower or any Grantor ABL Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but (it being agreed that the ABL Agent and the ABL Secured Parties shall not propose any other asset DIP Financing that purports to be secured by a priming or any Non-Receivables Collateralpari passu lien on the Term Priority Collateral without the consent of the Term Agent), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection (and hereby consents) and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral (other than in respect of any “carve-out”) and (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral; provided, however, that nothing contained . Nothing in this Agreement Section 6.1(a) is intended to or shall prohibit or restrict prevent the New First Lien Collateral Term Agent or and the Term Secured Parties from objecting to any New First Lien Secured Party from raising any objection or supporting any objection DIP Financing to the extent (and only to the extent) such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds requires any material terms of a failure to provide “adequate protection” for plan of reorganization or other dispositive arrangement of similar effect under any Debtor Relief Laws (other than the Liens payment in full of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationssuch DIP Facility).

DIP Financing. (a) If the Company or any Grantor Loan Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Revolving Credit Agent or the ABL Secured Parties Revolving Lenders shall seek to provide the Company or any Grantor Loan Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a ““ DIP FinancingFinancing ”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Note Collateral Agent, on behalf of itself and the New First Lien Secured PartiesHY Note Holders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Note Collateral Agent securing the New First Lien Obligations Secured HY Debt or on any other grounds (and will not request any adequate protection solely whether in its capacity as a result of such DIP Financing secured or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)unsecured creditor), so long as (i) the New First Lien Note Collateral Agent retains its Lien on the Common Shared Collateral to secure the New First Lien Obligations Secured HY Debt (in each case, including Proceeds proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , subject only to the Liens securing the DIP Financing, the Revolving Debt and other Liens having priority under applicable law, (ii) the terms of the DIP Financing do not compel the applicable Grantor Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common the Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Revolving Credit Agent and the ABL Revolving Secured Parties securing the ABL Obligations Revolving Debt on Common the Collateral; provided, howeverand (iv) the maximum principal amount of the DIP Financing shall not exceed the Maximum Revolving Debt Amount. Nothing contained herein shall limit the Revolving Credit Agent and the Revolving Secured Parties from proposing any DIP Financing which does not comply with each of the foregoing requirements (including, that nothing contained without limitation, proposing DIP Financing in this Agreement shall prohibit or restrict excess of the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to Maximum Revolving Debt Amount secured by first priority Liens on such DIP Financing or use of cash collateral or as it deems necessary to protect the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens interests of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsSecured HY Note Holders.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or any of the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (each, or any similar provision of any foreign Debtor Relief Laws or under a “DIP Financing”court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws), with such DIP Financing financing to be secured by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral(each, an “ABL DIP Financing”), then the New First Lien each Notes Collateral Agent, on behalf of itself and the New First Lien Notes Secured PartiesParties represented by it, agrees that it will raise no objection and will not support any objection to such ABL DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Notes Collateral Agent Agents on the ABL Collateral securing the New First Lien Notes Obligations or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral (except as permitted by provided in Section 6.3(b)6.3), so long as and will not offer or support any debtor-in-possession financing which would compete with such ABL DIP Financing); provided that (i) the New First Lien each Notes Collateral Agent retains its Lien on the Common ABL Priority Collateral (other than the Canadian Collateral and the European Collateral) to secure the New First Lien Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); , subject to the terms hereof, to the Liens in favor of the ABL Secured Parties on the ABL Priority Collateral existing prior to the commencement of such Insolvency Proceeding, to any adequate protection Liens on the ABL Priority Collateral granted in favor of the ABL Obligations and to the senior priority of the ABL DIP Financing on the ABL Priority Collateral and (ii) unless it shall otherwise consent, each Notes Collateral Agent shall retain its Lien on the terms Notes Priority Collateral with the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien of the ABL Agent (or other provider of ABL DIP Financing) on the Notes Priority Collateral securing such ABL DIP Financing do not compel is junior and subordinate to the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all Lien of the material terms of such plan are set forth in Notes Collateral Agent on the DIP Financing documentation or related document; and Notes Priority Collateral, (iii) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iv) the foregoing provisions of this Section 6.1(a) shall not prevent the Notes Collateral Agents and the Notes Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such ABL DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company or any Grantor Loan Party shall be become subject to a case (a “Bankruptcy Case”) under any Insolvency Proceeding at any time prior Debtor Relief Law and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing “DIP Lenders”) under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (eachCode, a “DIP Financing”), with and such DIP Financing to be secured by all or any portion motion has the consent of the Receivables Collateral (including assets thatRequired Lenders, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, each Lender agrees that it will raise no objection and will not support to any objection such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Collateral so long as (A) the Secured Parties of each class retain the benefit of their Liens on all such Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-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 (giving effect to the payment priorities set forth in Section 8.02), (B) the Secured Parties of each class are granted Liens on any additional collateral pledged to any other Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral or collateral, with the same priority vis-a-vis the Secured Parties as set forth in this Agreement (giving effect to the Liens securing payment priorities set forth in Section 8.02), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the same on the grounds Secured Obligations, such amount is applied pursuant to Section 8.02, (D) no Secured Party of any class is granted a DIP Financing Lien as part of a failure “roll up” of its Secured Obligations in any such DIP Financing unless all Secured Parties are provided the opportunity to provide participate pro rata in any such DIP Financing involving a “roll up” of Obligations and that such “roll up” is provided on a pro rata basis; provided, however, that notwithstanding the foregoing, any such opportunity to participate in any such “roll up” shall be provided first to Revolving Lenders only and (E) if any Secured Parties are granted adequate protection” for , including in the Liens form of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of periodic payments, in connection with such DIP Financing or use of cash collateral that is Receivables Collateralcollateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms proceeds of such plan adequate protection are set forth in applied pursuant to Section 8.02; provided that the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement receiving adequate protection shall prohibit or restrict the New First Lien Collateral Agent or not object to any New First Lien other Secured Party from raising receiving adequate protection comparable to any objection or supporting any objection adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationscollateral.

DIP Financing. (a) If the Company Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to and shall move for the Discharge approval of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 or of the Bankruptcy Code financing (each, a “DIP Financing”), with such DIP Financing to be secured by all ) under Section 363 or Section 364 of Title 11 of the United States Code or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the similar provision in any Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables CollateralLaw, then the New First Lien Collateral each Second Priority Agent, on behalf of itself and the New First Lien each Second Priority Secured PartiesParty, agrees that it will raise no objection to, and will not support any objection to to, and will not otherwise contest (a) such DIP Financing provided (or use of cash collateral consented to or to not objected to) by such First Priority Agent, the Liens on First Priority Collateral securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing (the “DIP Financing Liens”) or the use of cash collateral that is Receivables constitutes First Priority Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after case unless the commencement of First Priority Agent or the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL First Priority Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit then object or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any support an objection to such DIP Financing, DIP Financing Liens or use of cash collateral collateral, and will not object on the basis of lack of adequate protection or any other relief in connection therewith and, to the extent the Liens securing the same First Priority Obligations under the applicable First Priority Documents are subordinated or equal in priority with such DIP Financing Liens, will subordinate (and will be deemed by virtue of this Agreement to have subordinated) its Liens on the grounds of a failure First Priority Collateral to provide “adequate protection” for such DIP Financing Liens on the same basis as the other Liens of the New on First Lien Collateral Agent on Non-Receivables Priority Collateral securing the New Second Priority Obligations are so subordinated to Liens securing First Priority Obligations under this Agreement, (b) any motion for relief from the automatic stay or any other stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations made by the First Priority Agent or any holder of First Priority Obligations, (c) any lawful exercise by any holder of First Priority Obligations of the right to credit bid First Priority Obligations under Section 363(k) of the Bankruptcy Code or any other applicable Table of Contents provision of the Bankruptcy Code or any sale in foreclosure of any Collateral that is First Priority Collateral with respect to such claims or (d) any other request for judicial relief made in any court by any holder of First Priority Obligations relating to the lawful enforcement of any Lien Obligationson First Priority Collateral.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Loan Agent securing the New First Lien Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Loan Agent retains its Lien on the Common Collateral to secure the New First Lien Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the Term Loan Agent on the Term Loan Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, howeverthe Term Loan Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Term Loan Obligations, provided that nothing contained (x) such Liens in favor of the ABL Agent and the Term Loan Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict not prevent the New First Lien Collateral Term Loan Agent or and the Term Loan Secured Parties from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (aj) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables 39168701_7 Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but (it being agreed that the ABL Agent and the ABL Secured Parties shall not propose any other asset or any Non-Receivables CollateralDIP Financing secured by the Term Priority Collateral in competition with the Term Agent and the Term Secured Parties without the consent of the Term Agent), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Collateral Obligations, and the ABL Collateral Agent or the any ABL Secured Parties Credit Agreement Lenders, or any Additional Agent or any Additional ABL Credit Facility Lenders, shall seek agree to provide the Company or any Grantor Credit Party with, or consent to a third party providing, any Credit Party with any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral [Cash Flow] Agent, on behalf of itself and the New First Lien [Cash Flow] Secured Parties, agrees that it will raise no objection objection, and will not directly or indirectly support or act in concert with any objection other party in raising an objection, to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral [Cash Flow] Agent securing the New First Lien [Cash Flow] Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral [Cash Flow] Agent retains its Lien on the Common Collateral to secure the New First Lien [Cash Flow] Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the [Cash Flow] Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the [Cash Flow] Agent on the [Cash Flow] Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations Obligations, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing the Additional ABL Obligations, on Common ABL Priority Collateral; provided, however(iii) if the ABL Agent and/or any ABL Secured Party, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien Secured Party from raising any objection on post-petition assets of the debtor to secure the ABL Obligations or supporting any objection the Additional ABL Obligations, as the case may be, the [Cash Flow] Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the [Cash Flow] Obligations and (iv) the terms of such DIP Financing or use do not require any Grantor to seek approval for any Plan of cash collateral or Reorganization that is not a Conforming Plan of Reorganization, provided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and the [Cash Flow] Agent shall be subject to the Liens securing provisions of Section 6.1(d) hereof and (y) the same on foregoing provisions of this Section 6.1(a) shall not prevent the grounds [Cash Flow] Agent and the [Cash Flow] Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization that is not a Conforming Plan of Reorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b6.3(c)(i)), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); any Debtor Relief Laws) and, as to the Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Loan Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company any Borrower, any of its Subsidiaries or any Grantor E&W shall be subject to any Insolvency Proceeding at and the Agent or any time Lender shall desire, prior to the Discharge of ABL Loan Agreement Secured Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for permit the use of cash collateral constituting Receivables that constitutes Lender Priority Collateral or to permit any Borrower, any of its Subsidiaries or E&W to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar provision under the law applicable to any Insolvency Proceeding (each, a “DIP Financing”), with such DIP Financing ) to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Lender Priority Collateral, then the New First Lien Collateral Agent, on behalf of itself itself, the Trustee, and the New First Lien Secured PartiesNoteholders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection with its or their interest in any such Lender Priority Collateral except to the extent specified in this Section 6.01 and in Section 6.02. To the extent the Liens in the Lender Priority Collateral securing the Loan Agreement Secured Obligations are subordinated or pari passu with such DIP Financing, the Collateral Agent, for and on behalf of itself, the Trustee, and the Noteholders, hereby agrees that its Liens in the Lender Priority Collateral shall be subordinated to such DIP Financing (and all obligations relating thereto) upon the terms and conditions specified in this Agreement. Until the Discharge of Loan Agreement Secured Obligations has occurred, the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Lender Priority Collateral and will not provide or offer to provide any DIP Financing secured by a Lien in the Lender Priority Collateral senior to or pari passu with the Liens securing the same Loan Agreement Secured Obligations, in each case unless the Agent otherwise has provided its express written consent. Until the Discharge of Loan Agreement Secured Obligations, the Collateral Agent, for and on behalf of itself, the grounds of Trustee and the Noteholders, waives any right to seek or obtain a failure to provide “priming” lien or a lien that would be pari passu with the Agent’s Liens whether as adequate protection” protection for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common or Indenture Exclusive Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsotherwise.

DIP Financing. (a) If the Company or any Grantor Loan Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor Loan Party with, or 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 Receivables ABL Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables ABL Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Shared Collateral AgentAgents, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees agree that it they will raise no For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Shared Collateral Agent Agents securing the New First Lien Shared Collateral Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, ABL Collateral except as permitted by Section 6.3(b)), so long as (i) the New First Lien Shared Collateral Agent retains its Agents retain their Lien on the Common ABL Collateral to secure the New First Lien Shared Collateral Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common the ABL Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common the ABL Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict and (iv) the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to amount of ABL Obligations as a result of such DIP Financing or use may be increased but in no event by no more than $50.0 million in excess of cash collateral or the maximum commitments under the ABL Credit Agreement prior to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens commencement of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsapplicable Insolvency Proceeding.

DIP Financing. (a) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured at least in part by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection with respect to its Lien on the ABL Priority Collateral solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as ABL Priority Collateral other than to the extent permitted by under Section 6.3(b)6.3), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral; provided, however, that nothing contained and (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (ai) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent or the ABL any Senior Priority Secured Parties Party shall seek to provide the Company or any Grantor Credit Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code Code, would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Junior Priority Agent, for and on behalf of itself and the New First Lien Junior Priority Secured PartiesParties represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party in raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Junior Priority Agent securing the New First Lien applicable Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables CollateralFinancing, except as permitted otherwise set forth herein), and will subordinate its Liens on the Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto), (ii) any adequate protection Liens provided to the Senior Priority Creditors, and (iii) any “carve-out” for professional or United States Trustee fees agreed to by Section 6.3(b))the Senior Priority Agent, so long as (ix) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien applicable Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iiiy) all Liens on Common Collateral securing any such DIP Financing shall be are senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Senior Priority Secured Parties on the Collateral securing the ABL Senior Priority Obligations and (z) if any Senior Priority Secured Party receives an adequate protection Lien on Common Collateral; providedpost-petition assets of the debtor to secure the Senior Priority Obligations, howeversuch Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the related Junior Priority Obligations, provided that nothing contained (x) each such Lien in favor of such Senior Priority Secured Party and such Junior Priority Secured Party shall be subject to the provisions of Section 6.1(b) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien Collateral Agent or not prevent any New First Lien Junior Priority Secured Party from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company Borrower or any Grantor other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company Borrower or any Grantor other Credit Party with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code (or any similar provision in or order made under any foreign Debtor Relief Laws) or consent to any order for the use of cash collateral constituting Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a an “ABL DIP Financing”), with such ABL DIP Financing to be secured at least in part by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral each Term Agent, on behalf of itself and the New First Lien Term Secured PartiesParties represented by such Term Agent, agrees that it will raise no objection and will not support any objection to such ABL DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent Term Agents securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral except as permitted by Section 6.3(b)6.3(c)(i) hereof), so long as (i) the New First Lien Collateral relevant Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien on the Term Priority Collateral securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Agents on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral; provided, however, that nothing contained (iii) any proceeds of the Term Priority Collateral are applied to the Term Obligations or as otherwise agreed by the Controlling Term Agent and (iv) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agents and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such ABL DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws. The Term Agents agree that they shall not, and nor shall any of the Term Secured Parties, directly or indirectly, provide, offer to provide, or support any debtor in possession financing or use of cash collateral secured by a Lien on the ABL Priority Collateral senior to or to pari passu with the Liens securing the same ABL Obligations. If, in connection with any ABL DIP Financing, any Liens on the grounds of ABL Priority Collateral held by the ABL Secured Parties to secure the ABL Obligations are subject to a failure surcharge or are subordinated to provide an administrative priority claim, a professional fee “adequate protectioncarve-out,” for or fees owed to the United States Trustee, then the Liens on the ABL Priority Collateral of the New First Lien Collateral Agent on Non-Receivables Collateral Term Secured Parties securing the New First Lien ObligationsTerm Obligations shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the ABL Priority Collateral of the ABL Secured Parties consistent with this Agreement.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or consent to a third party providing, any financing -27- under Section 364 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) would be Receivables ABL Priority Collateral) but (it being understood that the ABL Agent and the ABL Secured Parties shall not propose any other asset or any Non-Receivables CollateralDIP Financing with respect to the First Lien Notes Priority Collateral in competition with the First Lien Notes Agent and the First Lien Notes Secured Parties without the consent of the First Lien Notes Agent), then each of the New First Lien Collateral Notes Agent, on behalf of itself itself, the First Lien Notes Secured Parties, and the New First Lien Future Notes Indebtedness Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New such First Lien Collateral Notes Agent securing the New First Lien Notes Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Notes Agent retains its Lien on the Common Collateral to secure the New First Lien Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under Insolvency Proceeding) and, as to the Bankruptcy Code); First Lien Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on First Lien Notes Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the First Lien Notes Agent on the First Lien Notes Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Notes Agent or any New also may seek to obtain an adequate protection Lien on such post-petition assets of the debtor to secure the First Lien Notes Obligations, provided that (x) such Liens in favor of the ABL Agent and the First Lien Notes Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the First Lien Notes Agent, the First Lien Notes Secured Party Parties, and the Future Notes Indebtedness Secured Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If In the Company event of an insolvency or liquidation proceeding of Holdings, the Borrower or any Grantor Guarantor whether voluntary or involuntary, (i) if the Administrative Agent shall be subject desire to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 of or to consent to Holdings, the Bankruptcy Code Borrower or any Guarantor to obtain debtor-in-possession financing (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Second Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, Representative agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (DIP Financing and will not request any adequate protection solely as a result or any other relief in connection therewith, unless the amount of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)exceeds the Cap acceptable to the Administrative Agent. The Second Lien Representative will subordinate its liens in the Collateral to the liens securing such DIP Financing (and all obligations relating thereto), so long as all adequate protection Liens granted to the First Lien Representative and any “carve out” agreed to by the First Lien Representative to the extent the liens securing the Obligations are subordinated or pari passu with such DIP Financing. Bankruptcy Proceedings In connection with any bankruptcy proceeding, no Second Lien Representative or holder of Second Lien Notes may: (a) seek relief from an automatic stay in respect of the Collateral without the prior written consent of the First Lien Representative; (b) contest any request by the Secured Parties for adequate protection or any objection by the Secured Parties to any motion claiming a lack of such adequate protection; (c) contest any lawful right of the Administrative Agent or the Secured Parties to credit bid at any foreclosure sale of the Collateral or otherwise under Section 363(k) of the Bankruptcy Code; or (d) (i) oppose any claim by the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each caseSecured Parties for allowance consisting of post-petition interest, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); fees or expenses or (ii) seek adequate protection in the terms form of payments of post-petition interest, fees or expenses unless the Secured Parties are deemed fully secured and also have been granted adequate protection in such form. In the event that any Secured Party is required to pay or return any amount in connection with a bankruptcy proceeding, such Secured Party shall be entitled to a reinstatement of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms Obligations in respect of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsamounts.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables ABL Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Priority Collateral) but (it being understood that the ABL Agent and the ABL Secured Parties shall not propose any other asset or any Non-Receivables CollateralDIP Financing with respect to the Term Loan/Notes Priority Collateral in competition with the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties without the consent of the Controlling Term Loan/Notes Agent), then each of the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Lenders, and the First Lien Notes Agent, on behalf of itself, the First Lien Notes Secured Parties, and the Future Term Loan/Notes Indebtedness Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral such Term Loan/Notes Agent securing the New First Lien Term Loan/Notes Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral each Term Loan/Notes Agent retains its Lien on the Common Collateral to secure the New First Lien Term Loan/Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Loan/Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien on Term Loan/Notes Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of each Term Loan/Notes Agent on the Term Loan/Notes Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, howeverthe Controlling Term Loan/Notes Agent also may seek to obtain an adequate protection Lien on such post-petition assets of the debtor to secure the Term Loan/Notes Obligations, provided that nothing contained (x) such Liens in this Agreement shall prohibit or restrict favor of the New ABL Agent, the First Lien Collateral Agent or any New Term Agent, and the First Lien Notes Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent any Term Loan/Notes Agent, the First Lien Term Lenders, the First Lien Notes Secured Party Parties, and the Future Term Loan/Notes Indebtedness Secured Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Senior Priority Obligations, and the ABL Collateral Agent any Senior Priority Agent, or the ABL Secured Parties any Senior Priority Creditors, shall seek agree to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral any Junior Priority Agent, each on behalf of itself and the New First Lien any Junior Priority Secured PartiesParties represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with any other party raising an objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral any Junior Priority Agent securing the New First Lien Junior Priority Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral such Junior Priority Agent retains its Lien on the Common Collateral to secure the New First Lien relevant Junior Priority Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and (ii) if the terms Senior Priority Agent receives an adequate protection Lien on post-petition assets of the DIP Financing do not compel debtor to secure the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all Senior Priority Obligations, as the case may be, each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the material terms of debtor to secure the relevant Junior Priority Obligations, provided that (x) such plan are set forth Liens in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens favor of the ABL Collateral Senior Priority Agent and the ABL Junior Priority Agent shall be subject to the provisions of Section 6.1(b) hereof and the relevant provisions of Section 6.1 of the Base Intercreditor Agreement, and (y) the foregoing provisions of this Section 6.1(a) shall not prevent any Junior Priority Agent and the Junior Priority Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization that is not a Conforming Plan of Reorganization.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or any of the other ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor with, or consent to a third party providing, Guarantor any debtor-in-possession financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables ABL Priority Collateral, then the New First Lien each Term Collateral Agent, on behalf of itself and the New First Lien Other Applicable Term Secured Parties, shall be deemed to consent and agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral grounds; provided that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien such Term Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Applicable Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under Insolvency Proceeding) and, as to the Bankruptcy Code); Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on Term Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of such Term Collateral Agent on the Term Priority Collateral, and (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the any ABL Collateral Agent and the other ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral, (iii) the total principal amount of the loans under such DIP Financing shall not exceed the DIP Financing Maximum Amount; provided, however, provided further that nothing contained (x) any such Liens in favour of the ABL Collateral Agent and such Term Collateral Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit or restrict the New First Lien not prevent any Term Collateral Agent or any New First Lien of the other Term Secured Party Parties from raising objecting to any objection or supporting provision in any objection to such DIP Financing (i) relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for plan of reorganization or (ii) expressly requiring the Liens liquidation of the New First Lien Term Priority Collateral Agent on Non-Receivables Collateral securing prior to a default under the New First Lien ObligationsDIP Financing documentation.

DIP Financing. (a) If the Company or any Grantor Loan Party shall be become subject to a case (a “Bankruptcy Case”) under any Insolvency Proceeding at any time prior Debtor Relief Law and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing “DIP Lenders”) under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (eachCode, a “DIP Financing”), with and such DIP Financing to be secured by all or any portion motion has the consent of the Receivables Collateral (including assets thatRequired Lenders, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, each Lender agrees that it will raise no objection and will not support to any objection such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Collateral so long as (A) the Secured Parties of each Class retain the benefit of their Liens on all such 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 (giving effect to the payment priorities set forth in Section 8.04), (B) the Secured Parties of each Class are granted Liens on any additional collateral pledged to any other Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral or collateral, with the same priority vis-à-vis the Secured Parties as set forth in this Agreement (giving effect to the Liens securing payment priorities set forth in Section 8.04), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the same on the grounds Obligations, such amount is applied pursuant to Section 8.04, (D) no Secured Party of any Class is granted a DIP Financing Lien as part of a failure “roll up” of its Obligations in any such DIP Financing unless all Secured Parties are provided the opportunity to provide participate pro rata in any such DIP Financing involving a 183 “roll up” of Obligations and that such “roll up” is provided on a pro rata basis; provided, however, that notwithstanding the foregoing, any such opportunity to participate in any such “roll up” shall be provided first to the Revolving Credit Lenders only, and (E) if any Secured Parties are granted adequate protection” for , including in the Liens form of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of periodic payments, in connection with such DIP Financing or use of cash collateral that is Receivables Collateralcollateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms proceeds of such plan adequate protection are set forth in applied pursuant to Section 8.04; provided that the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement receiving adequate protection shall prohibit or restrict the New First Lien Collateral Agent or not object to any New First Lien other Secured Party from raising receiving adequate protection comparable to any objection or supporting any objection adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationscollateral.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Collateral Obligations, and the ABL Collateral Agent or the any ABL Secured Parties Credit Agreement Lenders, or any Additional ABL Agent or any Additional ABL Credit Facility Lenders, shall seek agree to provide the Company or any Grantor Credit Party with, or consent to a third party providingproviding any Credit Party with, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that it will raise no objection objection, and will not directly or indirectly support or act in concert with any objection other party in raising an objection, to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Term Loan Agent securing the New First Lien Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Loan Agent retains its Lien on the Common Collateral to secure the New First Lien Term Loan Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Loan Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien on any Term Loan Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Term Loan Agent on the Term Loan Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties on the Collateral securing the ABL Obligations Obligations, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing the Additional ABL Obligations, on Common ABL Priority Collateral; provided, however(iii) if the ABL Agent and/or any ABL Secured Party, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien Secured Party from raising any objection on post-petition assets of the debtor to secure the ABL Obligations or supporting any objection the Additional ABL Obligations, as the case may be, the Term Loan Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Term Loan Obligations and (iv) the terms of such DIP Financing or use do not require any Grantor to seek approval for any Plan of cash collateral or Reorganization that is not a Conforming Plan of Reorganization; provided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and the Term Loan Agent shall be subject to the Liens securing provisions of Section 6.1(d) hereof and (y) the same on foregoing provisions of this Section 6.1(a) shall not prevent the grounds Term Loan Agent and the Term Loan Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.Reorganization that is not a Conforming Plan of Reorganization. 105

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties Lenders shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “"DIP Financing”FINANCING"), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Noteholders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “"adequate protection” " for the Liens of the New First Lien Collateral Term Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral Term Agent retains its Lien on the Common Collateral to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Term Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the Term Agent on the Term Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties Lenders securing the ABL Obligations on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, howeverthe Term Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Term Obligations, provided that nothing contained such Liens in this Agreement favor of the ABL Agent and the Term Agent shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or be subject to the Liens securing the same on the grounds provisions of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.Section 6.1(b) hereof

DIP Financing. (a) If the Company or any Grantor Loan Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Revolving Credit Agent or the ABL Secured Parties Revolving Lenders shall seek to provide the Company or any Grantor Loan Party with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Note Collateral Agent, on behalf of itself and the New First Lien Secured PartiesHY Note Holders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Note Collateral Agent securing the New First Lien Obligations Secured HY Debt or on any other grounds (and will not request any adequate protection solely whether in its capacity as a result of such DIP Financing secured or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)unsecured creditor), so long as (i) the New First Lien Note Collateral Agent retains its Lien on the Common Shared Collateral to secure the New First Lien Obligations Secured HY Debt (in each case, including Proceeds proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , subject only to the Liens securing the DIP Financing, the Revolving Debt and other Liens having priority under applicable law, (ii) the terms of the DIP Financing do not compel the applicable Grantor Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common the Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Revolving Credit Agent and the ABL Revolving Secured Parties securing the ABL Obligations Revolving Debt on Common the Collateral, and (iv) the maximum principal amount of the DIP Financing shall not exceed the Maximum Revolving Debt Amount. Nothing contained herein shall limit the Revolving Credit Agent and the Revolving Secured Parties from proposing any DIP Financing which does not comply with each of the foregoing requirements (including, without limitation, proposing DIP Financing in excess of the Maximum Revolving Debt Amount secured by first priority Liens on the Collateral); provided, however, that nothing contained in this Agreement shall prohibit or restrict such event the New First Lien Note Collateral Agent or may raise any New First Lien Secured Party from raising any objection or supporting any objection objections to such DIP Financing or use of cash collateral or as it deems necessary to protect the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens interests of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsSecured HY Note Holders.

DIP Financing. (a) If the Company or any Grantor Credit Party shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Collateral Obligations, and the ABL Collateral Agent or the any ABL Secured Parties Credit Agreement Lenders, or any Additional ABL Agent or any Additional ABL Credit Facility Lenders, shall seek agree to provide the Company or any Grantor Credit Party with, or consent to a third party providing, any Credit Party with any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral [Cash Flow] Agent, on behalf of itself and the New First Lien [Cash Flow] Secured Parties, agrees that it will raise no objection objection, and will not directly or indirectly support or act in concert with any objection other party in raising an objection, to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral [Cash Flow] Agent securing the New First Lien [Cash Flow] Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)Financing), so long as (i) the New First Lien Collateral [Cash Flow] Agent retains its Lien on the Common Collateral to secure the New First Lien [Cash Flow] Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); ) and, as to the Non-ABL Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien securing such DIP Financing is junior and subordinate to the Lien of the [Cash Flow] Agent on the Non-ABL Priority Collateral, (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations Obligations, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing the Additional ABL Obligations, on Common ABL Priority Collateral; provided, however(iii) if the ABL Agent and/or any ABL Secured Party, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien Secured Party from raising any objection on post-petition assets of the debtor to secure the ABL Obligations or supporting any objection the Additional ABL Obligations, as the case may be, the [Cash Flow] Agent may seek and receives an adequate protection Lien on such post-petition assets of the debtor to secure the [Cash Flow] Obligations and (iv) the terms of such DIP Financing or use do not require any Grantor to seek approval for any Plan of cash collateral or Reorganization that is not a Conforming Plan of Reorganization, provided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and the [Cash Flow] Agent shall be subject to the Liens securing provisions of Section 6.1(d) and (y) the same on foregoing provisions of this Section 6.1(a) shall not prevent the grounds [Cash Flow] Agent and the [Cash Flow] Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a failure to provide “adequate protection” for the Liens Plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsReorganization that is not a Conforming Plan of Reorganization.

DIP Financing. (a) If the Company Borrower, any of its Subsidiaries or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time and the Lender shall desire, prior to the Discharge of ABL Loan Agreement Secured Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for permit the use of cash collateral constituting Receivables Collateral or to permit Borrower, any of its Subsidiaries or any Guarantor to obtain financing under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar provision under the law applicable to any Insolvency Proceeding (each, a “"DIP Financing”), with such DIP Financing FINANCING") to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself itself, the Trustee, and the New First Lien Secured PartiesNoteholders, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection with its or their interest in any such Collateral except to the extent specified in this Section 6.01. To the extent the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Loan Agreement Secured Obligations are subordinated or on any other grounds (and will not request any adequate protection solely as a result of PARI PASSU with such DIP Financing or use Financing, the Collateral Agent, for and on behalf of cash collateral itself, the Trustee, and the Noteholders, hereby agrees that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth Liens in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection subordinated to such DIP Financing (and all obligations relating thereto) upon the terms and conditions specified in this Agreement. Until the Discharge of Loan Agreement Secured Obligations has occurred, the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that none of them shall seek relief from the automatic stay or use any other stay in any Insolvency Proceeding in respect of cash collateral the Collateral and will not provide or offer to provide any DIP Financing secured by a Lien senior to or PARI PASSU with the Liens securing the same on Loan Agreement Secured Obligations, in each case unless the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsLender otherwise has provided its express written consent.

DIP Financing. (a) If the Company or any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Intercreditor Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Intercreditor Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Intercreditor Collateral) but not any other asset or any Non-Receivables Intercreditor Collateral, then the New First Lien Collateral Agenteach Junior Priority Representative, on behalf of itself and the New First Lien its Related Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent such Junior Priority Representative securing the New First Lien any Junior Priority Debt Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Intercreditor Collateral, except as permitted by Section 6.3(b))) and, to the extent the Liens on the Intercreditor Collateral securing any ABL Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on the Intercreditor Collateral securing the Junior Priority Debt Obligations to (x) the Liens securing such DIP Financing (and all obligations relating thereto) on the same basis as the Liens on the Intercreditor Collateral securing the Junior Priority Debt Obligations are so subordinated to the Liens on the Intercreditor Collateral securing ABL Obligations under this Agreement, (y) any adequate protection Liens on Intercreditor Collateral provided to the ABL Secured Parties, and (z) any “carve-out” for court-approved professional and United States Trustee fees agreed to by the ABL Collateral Agent, so long as (i) the New First Lien Collateral Agent such Junior Priority Representative retains its Lien on the Common Intercreditor Collateral to secure the New First Lien Junior Priority Debt Obligations of its Related Secured Parties (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); , (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; document and (iii) all Liens on Common Intercreditor Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties on the Intercreditor Collateral securing the ABL Obligations on Common CollateralObligations; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent any Junior Priority Representative or any New First Lien Secured Junior Priority Debt Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent such Junior Priority Representative on Non-Receivables Intercreditor Collateral securing the New First Lien ObligationsJunior Priority Debt Obligations of its Related Secured Parties.

DIP Financing. (a) If the Company Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL First Lien Obligations, and the ABL Collateral First Lien Agent or the ABL other First Lien Secured Parties shall seek to provide the Company Borrower or any Grantor Guarantor with, or 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 Receivables Collateral under Section 363 of the Bankruptcy Code (or, in each case, any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Second Lien Collateral Agent securing the New First Second Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, Collateral except as permitted by Section 6.3(b)6.3(b)(i) hereof), so long as (i) the New First Second Lien Collateral Agent retains its Lien Liens on the Common Collateral to secure the New First Second Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case or proceeding under the Bankruptcy Code); any Debtor Relief Laws) and (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral First Lien Agent and the ABL other First Lien Secured Parties securing the ABL First Lien Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations.

DIP Financing. (a) If the Company any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or any of the ABL Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or 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 Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (each, or any similar provision of any foreign Debtor Relief Laws or under a “DIP Financing”court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws), with such DIP Financing financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables ABL Priority Collateral) but not any other asset or any Non-Receivables Collateral(each, an “ABL DIP Financing”), then the New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that it will raise no objection and will not support any objection to such ABL DIP Financing or use of cash collateral or to the Liens securing the same on any basis, including, without limitation, on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Term Agent on the ABL Collateral Agent securing the New First Lien Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash collateral that is Receivables Collateral, ABL Priority Collateral (except as permitted by provided in Section 6.3(b)6.3), so long as and will not offer or support any debtor-in-possession financing which would compete with such ABL DIP Financing); provided that (i) the New First Lien Collateral Term Agent retains its Lien on the Common ABL Priority Collateral (other than the Canadian Collateral and the European Collateral) to secure the New First Lien Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Codeany Debtor Relief Laws); , subject to the terms hereof, to the Liens in favor of the ABL Secured Parties on the ABL Priority Collateral existing prior to the commencement of such Insolvency Proceeding, to any adequate protection Liens on the ABL Priority Collateral granted in favor of the ABL Obligations and to the senior priority of the ABL DIP Financing on the ABL Priority Collateral and (ii) unless it shall otherwise consent, the terms Term Agent shall retain its Lien on the Term Priority Collateral with the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws and any Lien of the ABL Agent (or other provider of ABL DIP Financing) on the Term Priority Collateral securing such ABL DIP Financing do not compel is junior and subordinate to the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all Lien of the material terms of such plan are set forth in Term Agent on the DIP Financing documentation or related document; and Term Priority Collateral, (iii) all Liens on Common ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained ABL Priority Collateral and (iv) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the Term Secured Parties from objecting to any provision in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such ABL DIP Financing relating to any provision or use of cash collateral or to the Liens securing the same on the grounds content of a failure to provide “adequate protection” for the Liens plan of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligationsreorganization or other plan of similar effect under any Debtor Relief Laws.

DIP Financing. (a) If the Company Borrower, any ABL Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to and shall move for the Discharge approval of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or 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 Receivables Collateral under Section 363 or of the Bankruptcy Code financing (each, a “DIP Financing”), with such DIP Financing to be secured by all ) under Section 363 or Section 364 of Title 11 of the United States Code or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not similar provision in any other asset or any Non-Receivables CollateralDebtor Relief Laws, then the New First Lien Collateral each Second Priority Agent, on behalf of itself and the New First Lien Secured Partieseach Second Priority Lender, agrees that it will raise no objection to, and will not support any objection to to, and will not otherwise contest (a) such DIP Financing, the Liens on First Priority Collateral securing such DIP Financing or use of cash collateral or to (the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing Liens”) or the use of cash collateral that is Receivables constitutes First Priority Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after case unless the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Priority Agent or any New the First Lien Secured Party from raising any objection Priority Lenders shall then object or supporting any support an objection to such DIP Financing, DIP Financing Liens or use of cash collateral collateral, and will not object on the basis of lack of adequate protection or any other relief in connection therewith and, to the extent the Liens securing the same First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or pari passu with such DIP Financing Liens, will subordinate (and will be deemed by virtue of this Agreement to have subordinated) its Liens on the grounds of a failure First Priority Collateral to provide “adequate protection” for such DIP Financing Liens on the same basis as the other Liens of the New on First Lien Collateral Agent on Non-Receivables Priority Collateral securing the New Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement, (b) any motion for relief from the automatic stay or any other stay or from any injunction against foreclosure or enforcement in respect of First Priority Claims made by the First Priority Agent or any holder of First Priority Claims, (c) any lawful exercise by any holder of First Priority Claims of the right to credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any Lien Obligationson First Priority Collateral or (e) any order relating to a sale of First Priority Collateral for which the First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agents or the Term Loan Agents in any Insolvency or Liquidation Proceeding are intended by the parties hereto to be and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

DIP Financing. (a) If the Company or any Grantor Loan Party shall be become subject to a case (a "Bankruptcy Case") under any Insolvency Proceeding at any time prior Bankruptcy Law and shall, as debtor(s)-in-possession, move for approval of financing ("DIP Financing") to be provided by one or more Lenders (the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing "DIP Lenders") under Section 364 of the Bankruptcy Code Law or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (eachLaw, a “DIP Financing”), with and such DIP Financing to be secured by all or any portion motion has the consent of the Receivables Collateral (including assets thatRequired Lenders, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, each Lender agrees that it will raise no objection and will not support to any objection such financing or to the Liens on the Collateral securing the same ("DIP Financing Liens") or to any use of cash collateral that constitutes Collateral so long as (A) the Secured Parties of each class retain the benefit of their Liens on all such 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 (giving effect to the payment priorities set forth in Section 4.02 of the Security Agreement), (B) the Secured Parties of each class are granted Liens on any additional collateral pledged to any other Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral or sale of Collateral, with the same priority vis-à-vis the Secured Parties as set forth in this Agreement (giving effect to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens payment priorities set forth in Section 4.02 of the New First Lien Collateral Agent securing the New First Lien Obligations or on Security Agreement), (C) if any other grounds (and will not request any adequate protection solely as a result amount of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral applied to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement repay any of the case under the Bankruptcy Code); (ii) the terms Secured Obligations, such amount is applied pursuant to Section 4.02 of the Security Agreement, (D) no Lender of any class is granted a DIP Financing do not compel the applicable Grantor to seek confirmation Lien as part of a specific plan "roll up" of reorganization for which all or substantially all of the material terms of such plan are set forth its Obligations in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior unless all Lenders are provided the opportunity to or participate pro rata in any such DIP Financing involving a "roll up" of Obligations and that such "roll up" is provided on a parity pro rata basis and (E) if any Parties are granted adequate protection, including in the form of periodic payments, in connection with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or sale of Collateral, the proceeds of such adequate protection are applied pursuant to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens Section 4.02 of the New First Lien Collateral Agent on Non-Receivables Collateral securing Security Agreement; provided that the New First Lien Obligations.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. 122