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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of 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 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. (b) All Liens granted to the ABL Collateral Agent any Senior Priority Secured Party or the New First Lien Collateral Agent Junior Priority Secured Party in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing.

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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Shared Collateral Agent Agents in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this 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 such Term Agent securing the Term Obligations (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash collateral that is ABL Priority Collateral, and will not offer or support any debtor-in-possession financing which would compete with such ABL DIP Financing), and (ii) it will subordinate (and will be deemed hereunder to have subordinated) the 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 ABL Priority Collateral to secure the 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 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 shall be junior and subordinate to the Lien of each Term Agent on the Term Priority Collateral, (C) all Liens on ABL Priority Collateral securing any such ABL DIP Financing, shall be senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations on ABL Priority Collateral and (D) the foregoing provisions of this Section 6.1(a) shall not prevent any Term Agent or the other Term Secured Parties from objecting to any provision in any 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 any Term Priority Collateral or Proceeds thereof other than for the payment of the Term Obligations. (b) If any Loan Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, and any Term Agent or any of the Term Secured Parties shall seek to provide any 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 Term 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 Term Obligations), whether provided by any Term Secured Party or any other Person (each, including any such order for the use of cash collateral, a “Term DIP Financing”), with such Term DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Term Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that (i) it will raise no objection and will not support any objection to such Term 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 ABL Agent securing the New First Lien ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such Term DIP Financing or use of cash collateral that is Receivables Term 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 Term DIP Financing), so long as and (iii) it will subordinate (and will be deemed hereunder to have subordinated) the New First Lien Liens of the ABL Agent or any other ABL Secured Parties on the Term Priority Collateral (but not the ABL Priority Collateral) to (1) the Liens on the Term Priority Collateral pursuant to such Term DIP Financing (to the extent the Liens securing the Term DIP Financing are pari passu or senior in priority to the Term Obligations), (2) any adequate protection provided to the Term 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 any Term Agent to be paid prior to the Discharge of Term Obligations, in each case, on the same terms as the Liens of the ABL Secured Parties are subordinated to the Liens granted with respect to such Term DIP Financing (and such subordination will not alter in any manner the terms of this Agreement); provided that (A) the ABL Agent retains its Lien on the Common Term Priority Collateral to secure the New First Lien ABL 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, the Bankruptcy Code); (ii) ABL Agent shall retain its Lien on the terms ABL 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 any Term Agent (or other provider of Term DIP Financing) on the ABL Priority Collateral securing such Term DIP Financing do not compel shall be 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 ABL Agent on the DIP Financing documentation or related document; and ABL Priority Collateral, (iiiC) all Liens on Common Term Priority Collateral securing any such Term DIP Financing Financing, shall be senior to or on a parity with the Liens of the ABL Collateral each Term Agent and the ABL Term Secured Parties securing the ABL Term Obligations on Common Collateral; provided, however, that nothing contained in Term Priority Collateral and (D) the foregoing provisions of this Agreement Section 6.1(b) shall prohibit or restrict not prevent the New First Lien Collateral ABL Agent or the other ABL Secured Parties from objecting to any New First Lien Secured Party from raising provision in any objection or supporting any objection to such Term 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 ABL 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 ABL Obligations. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral any Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement. For clarity, none of the Term Agents or the Term Secured Parties shall seek to “prime” the Lien of the ABL Agent and the ABL Secured Parties on the ABL Priority Collateral or request, seek or receive a Lien on the ABL Priority Collateral pursuant to Section 364(d) or 363(c)(4) of the Bankruptcy Code on the ABL Priority Collateral. For clarity, the ABL Agent and the ABL Secured Parties shall not seek to “prime” the Liens of the Term Agents or the Term Secured Parties on the Term Priority Collateral or request, seek or receive a Lien on the Term Priority Collateral pursuant to Section 364(d) or 363(c)(4) of the Bankruptcy Code on the Term Priority Collateral. (d) No ABL Secured Party shall, directly or indirectly, provide, or seek to provide, or support any other Person providing or seeking to provide, any ABL DIP Financing secured by Liens on the Term Priority Collateral equal or senior in priority to the Liens on the Term Priority Collateral (including any assets or property arising after the commencement of a case under the Bankruptcy Code) of any Term Agent, without the prior written consent of such Term Agent. No Term Secured Party shall, directly or indirectly, provide, or seek to provide, or support any other Person providing or seeking to provide, any Term DIP Financing secured by Liens on the ABL Priority Collateral equal or senior in priority to the Liens on the ABL Priority Collateral (including any assets or property arising after the commencement of a case under the Bankruptcy Code) of the ABL Agent, without the prior written consent of the ABL Agent. For purposes hereof, all references to Collateral shall include any assets or property of Loan Parties arising after the commencement of any Insolvency Proceeding that are subject to the Liens of Agents.

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 not prevent the Note Agent and the Noteholder Secured Parties from objecting to any provision in any DIP Financing relating to any provision or restrict content of a plan of reorganization. (b) If any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the New First Lien Collateral United States at any time prior to the Discharge of ABL Obligations, and the ABL Agent or the ABL Lenders shall seek to provide any New First Lien Secured Party from raising Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral), then any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that it will raise no objection or supporting 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 such Additional Agent securing the New First Additional Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) such Additional Agent retains its Lien on the Collateral to secure the Additional 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 such Additional Agent on Non-Receivables the Note Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders), (ii) all Liens on ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the ABL Agent and the ABL Lenders securing the ABL Obligations on ABL 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, such Additional Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional Obligations, provided that (x) such Liens in favor of the ABL Agent and such Additional Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Section 6.1(b) shall not prevent any Additional Agent and any Additional Creditors from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization. (bc) All Liens granted to the ABL Collateral Agent, the Note Agent or the New First Lien Collateral any Additional Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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 Lien Obligations. Priority Obligations under this Agreement, (b) All Liens granted 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 ABL Collateral Agent or the New lawful enforcement of any Lien on First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this AgreementCollateral.

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 Agent and the ABL Lenders securing the ABL Obligations on ABL 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, the 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 (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 Section 6.1(a) shall not prevent the Term Agent and the Term Lenders from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization. (b) If any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of Term Obligations, and the Term Agent or the Term Lenders shall seek to provide any Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Term Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Term Priority Collateral) (it being understood that the Term Agent and the Term Secured Parties shall not propose any DIP Financing with respect to the ABL Priority Collateral in competition with the ABL Agent and the ABL Secured Parties securing without the consent of the ABL Obligations Agent), then the ABL Agent, on Common Collateral; providedbehalf of itself and the ABL Lenders, however, agrees 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 it will raise no objection or supporting 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the 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 on ABL Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral, (ii) all Liens on Term Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the Term Agent and the Term Lenders securing the Term Obligations on Term Priority Collateral and (iii) if the Term Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Term Obligations, the ABL Agent also may seek to obtain an adequate protection Lien on such post-petition assets of the debtor to secure the ABL Obligations, provided that (x) such Liens in favor of the Term Agent and the ABL Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Section 6.1(b) shall not prevent the ABL Agent and the ABL Lenders from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of 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 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). (b) All Liens granted to the ABL Collateral Agent any Senior Priority Secured Party or the New First Lien Collateral Agent Junior Priority Secured Party in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing.

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. (b) All Liens granted to the ABL Collateral any Senior Priority Agent or the New First Lien Collateral Junior Priority Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter any super-priority of any Liens securing any DIP Financing in accordance with this Section 6.01.

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 shall not require the Loan Parties to (A) seek confirmation of a specific plan of reorganization or use arrangement for which all or substantially all of cash collateral the material terms are set forth in the documentation evidencing such DIP Financing, or (B) liquidate or dispose of any Term Loan Priority Collateral. (b) The Term Agent and the Term Credit Parties hereby agree that they shall not offer, and shall not permit any Affiliate of any of them to offer, to provide any DIP Financing to the Loan Parties in any Insolvency Proceeding or endorse the provision of any DIP Financing to the Loan Parties in any Insolvency Proceeding pursuant to which Liens that are senior or pari passu in priority to the Liens securing the same ABL Obligations are granted on the grounds ABL Priority Collateral. The ABL Agent and the ABL Credit Parties hereby agree that they shall not offer, and shall not permit any Affiliate of a failure any of them to offer, to provide “adequate protection” for the Liens of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien Obligations. (b) All Liens granted any DIP Financing to the ABL Collateral Agent or the New First Lien Collateral Agent Loan Parties in any Insolvency Proceeding, whether as adequate protection Proceeding or otherwise, are intended by endorse the Parties to be and shall be deemed to be subject provision of any DIP Financing to the Lien Loan Parties in any Insolvency Proceeding pursuant to which Liens that are senior or pari passu in priority to the Liens securing the Term Obligations are granted on the Term Priority and the other terms and conditions of this AgreementCollateral.

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. (b) The Junior Priority Secured Parties may also seek to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any Senior Priority Obligations, and the Senior Priority Secured Parties may object thereto. (c) All Liens granted to the ABL Collateral any Senior Priority Agent or the New First Lien Collateral Junior Priority Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter any super-priority of any Liens securing any DIP Financing in accordance with this Section 6.1 and, if applicable, Section 6.1 of the Base Intercreditor Agreement.

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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien any Cash Flow Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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). (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of 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 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 Lien Obligations. Senior Priority Obligations and (bz) All Liens granted to the ABL Collateral if any Senior Priority Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as receives an adequate protection or otherwiseLien on post-petition assets of the debtor to secure the Senior Priority Obligations, are intended by each Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the Parties debtor to be 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 deemed to be subject to the Lien Priority provisions of Section 6.1(b) hereof and the other terms relevant provisions of Section 6.1 of the ABL/Term Intercreditor Agreement and conditions (y) the foregoing provisions of this AgreementSection 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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. (b) All Liens granted to the ABL Collateral any Senior Priority Agent or the New First Lien Collateral Junior Priority Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter any super-priority of any Liens securing any DIP Financing in accordance with this Section 6.1 and, if applicable, Section 6.1 of the Base intercreditor 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Term Loan Collateral Agent in any Insolvency or Liquidation Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority lien priority and the other terms and conditions of 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 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 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. Senior Priority Obligations and (bz) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in if any Insolvency Proceeding, whether as Senior Priority Secured Party receives an adequate protection or otherwiseLien on post-petition assets of the debtor to secure the Senior Priority Obligations, are intended by such Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the Parties debtor to be 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 deemed to be subject to the Lien Priority provisions of Section 6.1(b) hereof and (y) the other terms and conditions foregoing provisions of this AgreementSection 6.1(a) shall not prevent any Junior Priority Secured Party 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 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. (b) All Liens granted to the ABL Collateral Agent any Senior Priority Secured Party or the New First Lien Collateral Agent Junior Priority Secured Party in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing.

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. (b) All Liens granted to the ABL Collateral any Senior Priority Agent or the New First Lien Collateral Junior Priority Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing the Additional ABL Obligations, on ABL Priority Collateral, (iii) if the ABL Agent and/or any ABL Secured Party, or any Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations or the Additional ABL Obligations, as the case may be, the Term Loan Agent also receives an adequate protection Lien on Common Collateral; providedsuch post-petition assets of the debtor to secure the Term Loan Obligations and (iv) the terms of such DIP Financing do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization, howeverprovided that (x) such Liens in favor of the ABL Agent, that nothing contained any Additional ABL Agent and the Term Loan Agent shall be subject to the provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Loan Agent and the Term Loan Secured Parties from objecting to any provision in this Agreement any DIP Financing relating to any provision or content of a Plan of Reorganization. (b) If any Borrower or any Guarantor shall prohibit or restrict be subject to any Insolvency Proceeding in the New First Lien United States at any time prior to the Discharge of ABL Collateral Obligations, and the ABL Agent or any New First Lien ABL Credit Agreement Lenders, or any Additional ABL Agent or Additional ABL Credit Facility Lenders, shall agree to provide any Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral), then any Additional Term Agent, on behalf of itself and any Additional Term Secured Party from Parties represented thereby, agrees that it will raise no objection, and will not support, or act in concert with any other party in raising any objection or supporting any objection 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 such Additional Term Agent securing the New First Additional Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) such Additional Term Agent retains its Lien on the Collateral to secure the Additional Term 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 such Additional Term Agent on Non-Receivables the Term Loan Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), or any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, (ii) all Liens on ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations, and the Liens of any Additional ABL Agent and any Additional ABL Secured Parties securing the Additional ABL Obligations, on ABL Priority Collateral, (iii) if the ABL Agent and/or any ABL Secured Party, or any Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations or the Additional ABL Obligations, as the case may be, such Additional Term Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional Term Obligations and (iv) the terms of such DIP Financing do not require any Grantor to seek approval for any Plan of 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 such Additional Term Agent shall be subject to the provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(b) shall not prevent any Additional Term Agent and any Additional Term Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a Plan of Reorganization. (i) If the Original ABL Credit Agreement is then in effect, then in the event that any Additional ABL Agent or any Additional ABL Secured Party proposes to enter into and consummate any DIP Financing (such proposed DIP Financing, the “Proposed DIP”), then (x) such Additional ABL Agent or Additional ABL Secured Party, as applicable, shall provide written notice to the ABL Agent thereof, which notice shall contain the material terms and conditions of such Proposed DIP (including with respect to facility type, tenor, amounts, collateral, obligors, fees, pricing, covenant package and roles) (such notice, the “DIP Offer”) at least five (5) Business Days prior to the consummation of such Proposed DIP and (y) such Additional ABL Agent or Additional ABL Secured Party, as applicable, hereby unconditionally and irrevocably grants to the ABL Agent and the ABL Credit Agreement Lenders the right, but not an obligation, to enter into and consummate a DIP Financing either (A) on the terms and conditions set forth in the DIP Offer, or (B) on the terms and conditions (including with respect to facility type, tenor, amounts, collateral, obligors, fees, pricing, covenant package and roles) no less advantageous to the Credit Parties than the terms and conditions (including with respect to facility type, tenor, amounts, collateral, obligors, fees, pricing, covenant package and roles) of the Proposed DIP specified in the DIP Offer (collectively, the “Right of Last Refusal”). (ii) To exercise its Right of Last Refusal, the ABL Agent or any ABL Credit Agreement Lender shall, within three (3) Business Days after receipt by the ABL Agent of the DIP Offer, deliver a written notice to the Company and each Additional ABL Agent, which shall either specify that the ABL Agent or such ABL Credit Agreement Lender is willing to provide the DIP Financing on the terms of the DIP Offer (such notice, the “Matching DIP Offer”) or provide the material terms and conditions (including with respect to facility type, tenor, amounts, collateral, obligors, fees, pricing, covenant package and roles) of a DIP Financing that the ABL Agent or such ABL Credit Agreement Lender is willing to provide (such notice, the “Alternative DIP Offer”). If the ABL Agent or any ABL Credit Agreement Lender provides a Matching DIP Offer within the time period specified in the preceding sentence, each Additional ABL Agent and Additional ABL Secured Party agrees not to provide (other than in its capacity as ABL Agent or ABL Credit Agreement Lender, if applicable), and not to support or act in concert with any other party to provide, any DIP Financing and agrees that in such event the ABL Agent or such ABL Credit Agreement Lender shall have the sole right as between the parties hereto to provide any DIP Financing. (iii) If the Company agrees to proceed with a Matching DIP Offer or an Alternative DIP Offer, then in each such case without limiting any of the provisions of Section 6.1(a) or (b) hereof, each Additional ABL Agent, on behalf of itself and any Additional ABL Secured Parties represented thereby, agrees that it will raise no objection, and will not support or act in concert with any other party in raising an objection, to such DIP Financing provided pursuant to such Matching DIP Offer or Alternative DIP Offer, as the case may be, or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of such Additional ABL Agent securing the Additional ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such applicable DIP Financing), so long as (1) such Additional ABL Agent retains its Lien on the Collateral to secure the Additional ABL 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 (subject only to any “super-priority” of the Liens securing such DIP Financing) and (2) if the ABL Agent and/or any ABL Secured Party receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, as the case may be, such Additional ABL Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional ABL Obligations; provided that (A) such Liens in favor of the ABL Agent and any Additional ABL Agent shall be subject to the provisions of Section 6.1(d) hereof and (B) the foregoing provisions of this Section 6.1(c) shall not prevent any Additional ABL Agent or any Additional ABL Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a Plan of Reorganization that is not a Conforming Plan of Reorganization. (d) All Liens granted to the ABL Collateral Agent, the Term Loan Agent or the New First Lien Collateral any Additional Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing in accordance with this Section 6.1.

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. (b) All Liens granted to the ABL Collateral Senior Lien Agent or the New First Junior Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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 Obligations. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien CF Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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. (b) If the Term Borrower or any Term Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, and the Term Agent or the Term Secured Parties shall seek to provide the Term Borrower or any Term 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 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 “Term DIP Financing” and together with the Revolving DIP Financing, the “DIP Financing”), with such Term DIP Financing documentation to be secured by all 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 portion of the ABL Term Priority Collateral Agent (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 Term Priority Collateral), then the Revolving Lender, on behalf of itself and the ABL Revolving Secured Parties securing the ABL Obligations on Common Collateral; providedParties, however, agrees 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 it will raise no objection or supporting and will not support any objection to such Term 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 Revolving Lender on Non-Receivables Revolving Priority Collateral securing the New First Revolving Obligations (and will not request any adequate protection solely as a result of such Term DIP Financing or use of cash collateral that is Term Priority Collateral except as permitted by Section 6.3(c)(i)), so long as (i) the Revolving Lender retains its Lien Obligationson the Term Priority Collateral to secure the Revolving Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the Revolving 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 Revolving Priority Collateral securing such Term DIP Financing is junior and subordinate to the Lien of the Revolving Lender on the Revolving Priority Collateral, (ii) the aggregate principal amount of loans outstanding under any such Term DIP Financing, together with, but without duplication, the aggregate outstanding principal amount of loans incurred pursuant to the Term Documents does not exceed the Maximum Term Facility Amount; and (iii) such Term DIP Financing shall not require the Loan Parties to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documentation evidencing such Term DIP Financing. (bc) All Liens in respect of the Revolving Obligations or the Term Obligations, as the case may be, granted to the ABL Collateral Revolving Lender, the Revolving Secured Parties, the Term Agent or the New First Lien Collateral Agent Term Secured Parties in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement, in each case, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party or any other court order affecting the rights and interests of the parties hereto not in conflict with the terms hereof. (d) The Term Agent and the Term Secured Parties hereby agree that they shall not offer to provide any DIP Financing to the Loan Parties in any Insolvency Proceeding or endorse the provision of any DIP Financing to the Loan Parties in any Insolvency Proceeding pursuant to which Liens that are senior or pari passu in priority to the Liens securing the Revolving Obligations are granted on the Revolving Priority Collateral. The Revolving Lender and the Revolving Secured Parties hereby agree that they shall not offer to provide any DIP Financing to the Loan Parties in any Insolvency Proceeding or endorse the provision of any DIP Financing to the Loan Parties in any Insolvency Proceeding pursuant to which Liens that are senior or pari passu in priority to the Liens securing the Term Obligations are granted on the Term Priority Collateral. (e) Each Agent, on behalf of the applicable Secured Parties, hereby agrees and acknowledges that any consent or waiver of, or departure from, the terms of this Agreement (or other similar agreement in replacement or substitution of this Agreement) in respect of or in connection with any DIP Financing or use of cash collateral in any Insolvency Proceeding of any Loan Party provided by any of them in favor of any other Person (including any Revolving Secured Party which is also an affiliate of any Term Secured Party or Term Secured Party which is also an affiliate of any Revolving Secured Party, as applicable) shall automatically (and with no further action on behalf of any Person) run in favor of all Revolving Secured Parties or Term Secured Parties, as applicable, in all respects, and the Term Agent and the Revolving Lender agrees to provide written notice to the other Agent of any such consent or waiver of, or departure from, the terms of this Agreement and the details thereof. (f) If any Revolving Loan Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Revolving Obligations and the Revolving Loan Parties request the use of cash collateral in such Insolvency Proceeding, the Revolving Lender, on behalf of the Revolving Secured Parties, agrees that no Revolving Secured Party shall give its consent to any order for the use of cash collateral constituting 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) that is not stated to be subject to compliance with the Maximum Revolving Facility Amount (including that the order authorizing the use of such cash collateral shall provide that such cash collateral usage shall not result in the outstanding loans and letters of credit outstanding under the Revolving Credit Agreement exceeding the Maximum Revolving Facility Amount). The Term Agent, for and on behalf of the Term Secured Parties, agree that the no Revolving Secured Party has any obligation to object to any order for the use of cash collateral constituting 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) that is not stated to be subject to compliance with the Maximum Revolving Facility Amount. (g) If any Term Loan Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations and the Term Loan Parties request the use of cash collateral in such Insolvency Proceeding, the Term Agent, on behalf of the Term Secured Parties, agrees that no Term Secured Party shall give its consent to any order for the use of cash collateral constituting Term 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) that is not stated to be subject to compliance with the Maximum Term Facility Amount (including that the order authorizing the use of such cash collateral shall provide that such cash collateral usage shall not result in the outstanding loans outstanding under the Term Credit Agreement exceeding the Maximum Term Facility Amount). The Revolving Lender, for and on behalf of the Revolving Secured Parties, agree that the no Term Secured Party has any obligation to object to any order for the use of cash collateral constituting Term 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) that is not stated to be subject to compliance with the Maximum Term Facility Amount.

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. (b) All Liens granted to the ABL Collateral any First Lien Agent or the New First any Second Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

DIP Financing. (a) If Until the Company Senior Debt is Finally Paid, if any Obligor or any Grantor Obligors shall be become subject to any an Insolvency Proceeding at and such Obligor or Obligors as debtor(s)-in-possession (or a trustee appointed on behalf of such Obligor or Obligors) shall move for either approval of financing to be provided by one or more of the Senior Lenders (or to be provided by any time prior to other person or group of persons with the Discharge consent 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 Senior Agent) under Section 364 of the Bankruptcy Code (“DIP Financing”) or consent to any order for the use of cash collateral constituting Receivables Collateral with the consent of the Senior Agent under Section 363 of the Bankruptcy Code Code, the Junior Creditors agree as follows: (each, a “DIP Financing”), with such DIP Financing i) adequate notice to be secured by all or any portion of the Receivables Collateral (including assets that, but Junior Creditors 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 shall be deemed to have been given to the Liens securing Junior Creditors if the same on the grounds of a failure to provide “adequate protection” for the Liens Junior Agent receives notice in advance 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 hearing to approve such DIP Financing or use of cash collateral that is Receivables on an interim basis and at least 8 Business Days in advance of the hearing to approve such DIP Financing or use of cash collateral on a final basis, (ii) such DIP Financing (and any Senior Debt which arose prior to the Insolvency Proceeding) may be secured by Liens on all or a part of the assets of the Obligors which shall be superior in priority to the Liens on the assets of the Obligors held by any other Person, (iii) the Junior Creditors will not request adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 2.3(e) below, (iv) the Junior Creditors will subordinate (and will be deemed hereunder to have subordinated) their Liens (A) to the Liens securing such DIP Financing (the “DIP Liens”) on the same terms (but on a basis junior to the Liens of the Senior Lenders) as the Liens of the Senior Lenders are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (B) to any “replacement Liens” granted to the Senior Lenders as adequate protection of their interests in the Collateral (the “Senior Adequate Protection Liens”) and (C) to any “carve-out” agreed to by the Senior Agent or the other Senior Lenders and (v) the Junior Creditors shall not contest or oppose in any manner any adequate protection provided to the Senior Lenders as adequate protection of their interests in the Collateral, except as permitted by Section 6.3(b))any DIP Financing or any cash collateral use and shall be deemed to have waived any objections to such adequate protection, so long as (i) DIP Financing or cash collateral use, including, without limitation, any objection alleging Obligors’ failure to provide “adequate protection” of the New First Lien Collateral Agent retains its Lien on interests of the Common Collateral to secure Junior Creditors in the New First Lien Obligations (Collateral; provided, in each case, including Proceeds thereof arising after that the commencement Junior Creditors may seek adequate protection as set forth in Section 2.3(e). Until the Senior Debt is Finally Paid, no Junior Creditor may, directly or indirectly, provide or propose or support any other Person in providing or proposing DIP Financing to any Obligor or Obligors (other than DIP financing supported by the Senior Agent), unless (1) the Senior Agent has provided written notice to the Junior Agent that each of the case Senior Lenders has declined to provide any DIP Financing and the Senior Agent shall not have consented to any use, sale or lease of cash collateral, (2) within five (5) Business Days of the first-day hearing none of the Senior Lenders shall have proposed any DIP Financing and the Senior Agent shall not have consented to any use, sale or lease of cash collateral or (3) such DIP Financing provides for the Final Payment of the Senior Debt upon bankruptcy court approval of such DIP financing; provided, that (A) the aggregate principal amount of loans and letter of credit accommodations outstanding or available under any such DIP Financing (including unfunded commitments) does not exceed ten percent (10%) of the aggregate principal amount of the Junior Debt on the date hereof, (B) such DIP Financing does not require any Obligor to propose a specific plan of reorganization, (C) such DIP Financing is not secured by Liens equal or senior in priority to the Liens securing the Senior Debt or the Senior Adequate Protection Liens and does not afford the lenders thereunder a claim that is equal or senior in priority to any adequate protection claims of the Senior Lenders in respect of their interests in the Collateral, (D) such DIP Financing does not expressly require a sale, liquidation or disposition of all or any material portion of the Collateral, unless such sale, liquidation or disposition would upon consummation result in Final Payment of the Senior Debt, prior to a default under the Bankruptcy Code); DIP Financing, (iiE) such DIP Financing expressly provides that the claims arising thereunder may be paid under a plan of reorganization in any form having a value on the effective date of such plan equal to the allowed amount of such claims (provided, that such DIP Financing may provide that the claims thereunder shall be paid in cash under a plan of reorganization on the effective date thereof if, as a condition precedent to such payment, the Senior Debt shall have been Finally Paid) and (F) the terms of the DIP Financing do not compel provide for any “roll up” of Junior Debt (which shall otherwise remain Junior Debt for purposes of this Agreement) or contain any other provision that is inconsistent with 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 this Agreement, in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any each case, unless such DIP Financing shall be senior to or on a parity with provides for the Liens Final Payment 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 Senior Debt upon bankruptcy court approval of 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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 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, an “ABL DIP Financing”), with such ABL DIP Financing to be secured at least in part by all or any portion of the 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 ABL Priority Collateral), then each Term Agent, on behalf of itself and the Term Secured Parties 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 Term Agents securing the 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 ABL Priority Collateral except as permitted by Section 6.3(c)(i) hereof), so long as (i) the relevant Term Agent retains its Lien on the Collateral to secure the Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under 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 Priority Collateral securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Agents on the Term Priority Collateral, (ii) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations on ABL Priority Collateral, (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 any 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 pari passu with the Liens securing the ABL Obligations. If, in connection with any ABL DIP Financing, any Liens on the ABL Priority Collateral held by the ABL Secured Parties to secure the ABL Obligations are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve out,” or fees owed to the United States Trustee, then the Liens on the ABL Priority Collateral of the Term Secured Parties securing the Term 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. (b) If the Borrower or any other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, and any Term Agents or any Term Secured Parties shall seek to provide the Borrower or any 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 Term 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 “Term DIP Financing”), with such Term DIP Financing to be secured at least in part by all or any portion of the Receivables Term 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 Term Priority Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral ABL Agent, on behalf of itself and the New First Lien ABL Secured Parties, agrees that it will raise no objection and will not support any objection to such Term 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 ABL Agent securing the New First Lien ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such Term 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 ABL Agent retains its Lien on the Common Collateral to secure the New First Lien ABL 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); ABL 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 ABL Priority Collateral securing such Term DIP Financing furnished by the Term Agents or Term Secured Parties is junior and subordinate to the Lien of the ABL Agent on the 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 Term Priority Collateral securing any such Term DIP Financing furnished by the Term Agents or Term Secured Parties shall be senior to or on a parity with the Liens of the Term Agents and the Term Secured Parties securing the Term Obligations on Term Priority Collateral, (iii) any proceeds of the ABL Priority Collateral are applied to the ABL Obligations or as otherwise agreed by the ABL Agent and (iv) the foregoing provisions of this Section 6.1(b) hereof shall not prevent the ABL Agent and the ABL Secured Parties from objecting to any provision in any Term 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 ABL Agent agrees that it shall not, and nor shall any of the ABL 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 Term Priority Collateral senior to or pari passu with the Liens securing the Term Obligations. If, in connection with any Term DIP Financing, any Liens on the Term Priority Collateral held by the Term Secured Parties to secure the Term Obligations are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve out,” or fees owed to the United States Trustee, then the Liens on the Term Priority Collateral of 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 also be subordinated to such DIP Financing interest or use of cash collateral or claim and shall remain subordinated to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens Term Priority Collateral of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsTerm Secured Parties consistent with this Agreement. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral any Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

DIP Financing. (a) If the Company any First Lien 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 First Lien Agent or the ABL Secured Parties First Lien Lenders shall seek to provide the Company any First Lien 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 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 Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any Insolvency Proceeding (each, a “First Lien DIP Financing”), ) constituting Collateral with such First Lien 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 Insolvency Proceeding would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Second Lien Collateral AgentAgents, on their own behalf and on behalf of itself and the New First Second Lien Secured PartiesCreditors, agrees agree that it they will raise no objection and will not support any objection to such First Lien 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 Agents and Second Lien Creditors securing the New First Second Lien Obligations or on any other grounds (and without the consent of the First Lien Agent will not request any adequate protection solely as a result of such First Lien DIP Financing or use of cash collateral that is Receivables Collateral, ) except as permitted by Section 6.3(b)), so long as (i) that if 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 is granted 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 additional 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwisewith respect to Collateral, are intended by the Parties Second Lien Agents may request second priority Liens to be and shall be deemed to be subject to those of the First Lien Priority and Agent on the other terms and conditions same additional collateral as adequate protection of this Agreementits interests in the 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. (b) All Liens granted to the ABL Collateral Agent Agents or the New First Second Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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 the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; providedSenior Agent, 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 each case to the Liens securing 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 Obligations. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of specified in this Subordination Agreement.

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; providedABL 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 any DIP Financing relating to any provision or content of a plan of reorganization, howeverplan of arrangement, that nothing contained in this Agreement shall prohibit proposal or restrict other plan of similar effect under any Debtor Relief Laws. (b) If the New First Lien Collateral Agent Company or any New First Lien other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, and any Term Agents or any Term Secured Parties shall seek to provide the Company or any other Credit Party from raising with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provisions of any other applicable Debtor Relief Laws or rule applied pursuant thereto) would be Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it will raise no objection or supporting 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any Adequate Protection solely as a result of such DIP Financing), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Law) and, as to the ABL 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 ABL Priority Collateral securing such DIP Financing furnished by the Term Agents or Term Secured Parties is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral, (ii) all Liens on Term Priority Collateral securing any such DIP Financing furnished by the New First Lien ObligationsTerm Agents or Term Secured Parties shall be senior to or on a parity with the Liens of the Term Agents and the Term Secured Parties securing the Term Obligations on Term Priority Collateral and (iii) the foregoing provisions of this Section 6.1(b) hereof shall not prevent the ABL Agent and the ABL Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization, plan of arrangement, proposal or other plan of similar effect under any Debtor Relief Laws. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral any Term Agent in any Insolvency Proceeding, whether as adequate protection Adequate Protection or otherwise, are intended by the Parties 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 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 the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement such Junior Priority 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority provisions of Section 6.1(b) hereof and (y) the other terms and conditions foregoing provisions of this AgreementSection 6.1(a) shall not prevent any Junior Priority Agent and any Junior Priority Secured Party 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 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 any ABL Secured Parties Credit Agreement Lenders shall seek agree to provide the Company any Borrower or any Grantor Guarantor with, or consent to a third party providingproviding 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 ABL Priority Collateral under Section 363 of the Bankruptcy Code (each, a an “ABL DIP Financing”), with such ABL 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 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 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 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 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 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 ABL 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 ABL 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, on ABL Priority Collateral, (iii) any proceeds of the Term Loan Priority Collateral are applied to the Term Loan Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict as otherwise agreed by the New First Lien Collateral Term Loan Agent or and (iv) if the ABL Agent and/or any New First Lien ABL Secured Party from raising any objection or supporting any objection receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, 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 (v) the terms of such ABL DIP Financing do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization, provided that (x) such Liens in favor of the ABL Agent and the Term Loan Agent shall be subject to the provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the 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 Plan of Reorganization that is not a Conforming Plan Reorganization. The Term Loan Agent agrees that it shall not, and nor shall any of the Term Loan 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 protection” for carve-out”, 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 Loan Secured Parties securing the New First Lien Obligations. (b) All Liens granted Term Loan Obligations shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the ABL Priority Collateral Agent or of the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the ABL Secured Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of consistent with 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. (b) All Liens granted to the ABL Collateral Agent or the New First any Subordinated Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of 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 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. (b) All Liens granted to the ABL Collateral any Senior Priority Agent or the New First Lien Collateral Junior Priority Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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 be subject to the provisions of Section 6.1(d) hereof and (v) the maximum aggregate principal amount of Indebtedness that may be outstanding from time to time under such DIP Financing plus, without duplication, the aggregate principal amount of Loans and the aggregate face amount of Letters of Credit (each as defined in any ABL Credit Agreement) does not exceed $435,000,000 less the aggregate principal amount of all Incremental Replacement Secured Notes (as defined in the ABL Credit Agreement) ever issued in accordance with the ABL Credit Agreement. (b) If any Borrower or restrict any Guarantor shall be subject to any Insolvency Proceeding at any time prior to the New First Lien Collateral Discharge of Cash Flow Obligations, and the Cash Flow Agent or the Cash Flow Secured Parties shall seek to provide any New First Lien Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by, potentially with other collateral, all or any portion of the Cash Flow 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 Cash Flow Priority Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Party from raising any Parties, agrees that it will raise no objection or supporting 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing except as permitted by Section 6.3(c)(ii)), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Law) and, as to the ABL 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 ABL Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral, (ii) all Liens on Cash Flow Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the Cash Flow Agent and the Cash Flow Secured Parties securing the Cash Flow Obligations on Cash Flow Priority Collateral, (iii) the foregoing provisions of this Section 6.1(b) shall not prevent the ABL Agent and the ABL 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 and (iv) if the Cash Flow Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Cash Flow Obligations, the ABL Agent also may seek to obtain an adequate protection Lien on such post-petition assets of the debtor to secure the ABL Obligations, provided that such Liens in favor of the Cash Flow Agent and the ABL Agent shall be subject to the provisions of Section 6.1(d) hereof. (c) If any Borrower or any Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Senior Obligations, and any Senior Agent or any Senior Secured Parties shall seek to provide any Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by, potentially with other collateral, all or any portion of the Senior 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 Senior Collateral), then each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, agrees that it will raise no (a) objection to and will not otherwise contest such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent permitted by Section 2.3(d) and Section 6.3(d), will not request or accept any adequate protection or any other relief in connection therewith and, to the extent the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Junior Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) to any “carve-out” for professional and United States Trustee fees agreed to by the applicable Senior Agent(s) and (z) any adequate protection Liens granted to any Senior Agent, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Agent or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral. Each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. (d) All Liens granted to the ABL Collateral Agent, the Cash Flow Agent or the New First Lien Collateral any Junior Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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. (b) All Liens granted to the ABL Collateral Agent Agents or the New First Second Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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 the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; providedSenior Agent, 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 each case to the Liens securing 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 Obligations. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of specified in this Subordination Agreement.

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 Lien Obligations. Priority Claims under this Agreement, (b) All 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 on 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 Collateral Agent or the New First Lien Collateral Agent Term Loan Agents in any Insolvency Proceeding, whether as adequate protection or otherwise, Liquidation Proceeding are intended by the Parties parties hereto to be and shall be deemed to be subject to the Lien Priority priority and the other terms and conditions of this Agreement.

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 Lien Obligations. Priority Claims under this Agreement, (b) All 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 on 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 Collateral Agent or the New First Lien Collateral Agent Term Loan Agents in any Insolvency Proceeding, whether as adequate protection or otherwise, Liquidation Proceeding are intended by the Parties parties hereto to be and shall be deemed to be subject to the Lien Priority priority and the other terms and conditions of this Agreement.

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 any DIP Financing relating to any provision or restrict content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws. (b) If the New First Lien Collateral Agent Company or any New First Lien other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, and any Term Agents or any Term Secured Parties shall seek to provide the Company or any other Credit Party from raising with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the 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 Collateral), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it will raise no objection or supporting 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Law) and, as to the ABL 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 ABL Priority Collateral securing such DIP Financing furnished by the Term Agents or Term Secured Parties is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral, (ii) all Liens on Term Priority Collateral securing any such DIP Financing furnished by the New First Lien ObligationsTerm Agents or Term Secured Parties shall be senior to or on a parity with the Liens of the Term Agents and the Term Secured Parties securing the Term Obligations on Term Priority Collateral and (iii) the foregoing provisions of this Section 6.1(b) hereof shall not prevent the ABL Agent and the ABL 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. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral any Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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; providedABL 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 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. (b) If the Borrower or any Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, however, that nothing contained in this Agreement shall prohibit or restrict and the New First Lien Collateral Term Agent or the Term Secured Parties shall seek to provide the Borrower or any New First Lien Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the 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 Collateral) (it being agreed that the Term Agent and the Term Secured Party from raising Parties shall not propose any DIP Financing secured by the ABL Priority Collateral in competition with the ABL Agent and the ABL Secured Parties without the consent of the ABL Agent), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it will raise no objection or supporting 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Law) and, as to the ABL 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 ABL Priority Collateral securing such DIP Financing furnished by the Term Agent or Term Secured Parties is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral, (ii) all Liens on Term Priority Collateral securing any such DIP Financing furnished by the New First Lien ObligationsTerm Agent or Term Secured Parties shall be senior to or on a parity with the Liens of the Term Agent and the Term Secured Parties securing the Term Obligations on Term Priority Collateral and (iii) the foregoing provisions of this Section 6.1(b) shall not prevent the ABL Agent and the ABL 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. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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 Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement Junior Priority 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 other terms and conditions Junior Priority Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of this Agreementa Plan of Reorganization that is not a Conforming Plan 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 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, and the Liens of any Additional ABL Agent and Additional ABL Secured Parties securing the Additional ABL Obligations, on ABL Priority Collateral, (iii) if the ABL Agent and/or any ABL Secured Party, or any Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations or the Additional ABL Obligations, as the case may be, the Term Loan Agent also receives an adequate protection Lien on Common Collateral; providedsuch post-petition assets of the debtor to secure the Term Loan Obligations and (iv) the terms of such DIP Financing do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization, howeverprovided that (x) such Liens in favor of the ABL Agent, any Additional ABL Agent and the Term Loan Agent shall be subject to the provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the 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 Plan of Reorganization that nothing contained is not a Conforming Plan of Reorganization. (b) If any Credit Party shall be subject to any Insolvency Proceeding in this Agreement shall prohibit or restrict the New First Lien United States at any time prior to the Discharge of ABL Collateral Obligations, and the ABL Agent or any New First Lien ABL Credit Agreement Lenders, or any Additional ABL Agent or Additional ABL Credit Facility Lenders, shall agree to provide any Credit Party with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral), then any Additional Term Agent, on behalf of itself and any Additional Term Secured Party from Parties 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 any objection or supporting any objection 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 such Additional Term Agent securing the New First Additional Term Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) such Additional Term Agent retains its Lien on the Collateral to secure the Additional Term 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 such Additional Term Agent on Non-Receivables the Term Loan Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, or any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby), (ii) all Liens on ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations, and the Liens of any Additional ABL Agent and any Additional ABL Secured Parties securing the Additional ABL Obligations, on ABL Priority Collateral, (iii) if the ABL Agent and/or any ABL Secured Party, or any Additional ABL Agent and/or any Additional ABL Secured Party, receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations or the Additional ABL Obligations, as the case may be, such Additional Term Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional Term Obligations and (iv) the terms of such DIP Financing do not require any Grantor to seek approval for any Plan of 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 such Additional Term Agent shall be subject to the provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(b) shall not prevent any Additional Term Agent and any Additional Term Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a Plan of Reorganization that is not a Conforming Plan of Reorganization. (bc) [Reserved]. (d) All Liens granted to the ABL Collateral Agent, the Term Loan Agent or the New First Lien Collateral any Additional Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing in accordance with this Section 6.1.

DIP Financing. (a) If the Company Borrowers 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 Borrowers 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 other 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. US-Receivables Collateral securing the New First Lien Obligations.DOCS\79710835.5 Senior Junior Intercreditor Agreement (b) All Liens granted to the ABL Collateral Senior Lien Agent or the New First Junior Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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 not prevent the Term Loan Agent and the Term Loan Secured Parties from objecting to any provision in any DIP Financing relating to any provision or restrict content of a plan of reorganization. (b) If any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the New First Lien Collateral United States at any time prior to the Discharge of ABL Obligations, and the ABL Agent or the ABL Lenders shall seek to provide any New First Lien Secured Party from raising Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral), then any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that it will raise no objection or supporting 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 such Additional Agent securing the New First Additional Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) such Additional Agent retains its Lien on the Collateral to secure the Additional 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 such Additional Agent on Non-Receivables the Term Loan Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders), (ii) all Liens on ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the ABL Agent and the ABL Lenders securing the ABL Obligations on ABL 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, such Additional Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional Obligations, provided that (x) such Liens in favor of the ABL Agent and such Additional Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Section 6.1(b) shall not prevent any Additional Agent and any Additional Creditors from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization. (bc) All Liens granted to the ABL Collateral Agent, the Term Loan Agent or the New First Lien Collateral any Additional Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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). (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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 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, an “ABL DIP Financing”), with such ABL DIP Financing to be secured at least in part by all or any portion of the 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 ABL Priority Collateral), then each Term Agent, on behalf of itself and the Term Secured Parties 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 Term Agents securing the 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 ABL Priority Collateral except as permitted by Section 6.3(c)(i) hereof), so long as (i) the relevant Term Agent retains its Lien on the Collateral to secure the Term Obligations (in each case, including Proceeds thereof arising after the commencement of the case under 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 Priority Collateral securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Agents on the Term Priority Collateral, (ii) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations on ABL Priority Collateral, (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 any 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 pari passu with the Liens securing the ABL Obligations. If, in connection with any ABL DIP Financing, any Liens on the ABL Priority Collateral held by the ABL Secured Parties to secure the ABL Obligations are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, then the Liens on the ABL Priority Collateral of the Term Secured Parties securing the Term 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. (b) If the Borrower or any other Credit Party shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, and any Term Agents or any Term Secured Parties shall seek to provide the Borrower or any 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 Term 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 “Term DIP Financing”), with such Term DIP Financing to be secured at least in part by all or any portion of the Receivables Term 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 Term Priority Collateral) but not any other asset or any Non-Receivables Collateral), then the New First Lien Collateral ABL Agent, on behalf of itself and the New First Lien ABL Secured Parties, agrees that it will raise no objection and will not support any objection to such Term 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 ABL Agent securing the New First Lien ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such Term 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 ABL Agent retains its Lien on the Common Collateral to secure the New First Lien ABL 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); ABL 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 ABL Priority Collateral securing such Term DIP Financing furnished by the Term Agents or Term Secured Parties is junior and subordinate to the Lien of the ABL Agent on the 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 Term Priority Collateral securing any such Term DIP Financing furnished by the Term Agents or Term Secured Parties shall be senior to or on a parity with the Liens of the Term Agents and the Term Secured Parties securing the Term Obligations on Term Priority Collateral, (iii) any proceeds of the ABL Priority Collateral are applied to the ABL Obligations or as otherwise agreed by the ABL Agent and (iv) the foregoing provisions of this Section 6.1(b) hereof shall not prevent the ABL Agent and the ABL Secured Parties from objecting to any provision in any Term 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 ABL Agent agrees that it shall not, and nor shall any of the ABL 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 Term Priority Collateral senior to or pari passu with the Liens securing the Term Obligations. If, in connection with any Term DIP Financing, any Liens on the Term Priority Collateral held by the Term Secured Parties to secure the Term Obligations are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, then the Liens on the Term Priority Collateral of 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 also be subordinated to such DIP Financing interest or use of cash collateral or claim and shall remain subordinated to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens Term Priority Collateral of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ObligationsTerm Secured Parties consistent with this Agreement. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral any Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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. (b) All Liens granted to the ABL Collateral any Senior Priority Agent or the New First Lien Collateral Junior Priority Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter any super-priority of any Liens securing any DIP Financing in accordance with this Section 6.1 and, if applicable, Section 6.1 of the Base intercreditor 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 Collateral 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 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 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 on Common Collateral; providedABL Priority Collateral and (iii) if the ABL Agent and/or any ABL Secured Party 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(d) hereof and (y) the foregoing provisions of this Agreement Section 6.1(a) shall prohibit not prevent the [Term Loan] Agent and the [Term Loan] Secured Parties from objecting to any provision in any DIP Financing relating to any provision or restrict content of a plan of reorganization. (b) If any Credit Party shall be subject to any Insolvency Proceeding in the New First Lien Collateral United States at any time prior to the Discharge of ABL Obligations, and the ABL Agent or any New First Lien ABL Credit Agreement Lenders shall agree to provide any Credit Party with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral), then each Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Party from Parties 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 any objection or supporting any objection 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 such Additional [Term] Agent securing the New First Additional [Term] Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) such Additional [Term] Agent retains its Lien on the Collateral to secure the Additional [Term] 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 such Additional [Term] Agent on Non-Receivables the [Term Loan] Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), (ii) all Liens on ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations on ABL Priority Collateral and (iii) if the ABL Agent and/or any ABL Secured Party receives an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, such Additional [Term] Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional [Term] Obligations, provided that (x) such Liens in favor of the ABL Agent and such Additional [Term] Agent shall be subject to the provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(b) shall not prevent any Additional [Term] Agent and any Additional [Term] Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization. (bc) [Reserved]. (d) All Liens granted to the ABL Collateral Agent, the [Term Loan] Agent or the New First Lien Collateral any Additional [Term] Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing in accordance with this Section 6.1.

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 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 DIP Financing with respect to the Non-Receivables CollateralABL 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); Non-ABL Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on Non-ABL Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the First Lien Notes 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 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 Secured Party from raising any objection or supporting any objection to Notes Obligations, provided that (x) 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 in favor of the New ABL Agent and the First Lien Collateral Notes Agent on Non-Receivables Collateral securing the New First Lien Obligations. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the First Lien Priority Notes Agent, the First Lien Notes Secured Parties, and the other terms and conditions Future Notes Indebtedness Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of this Agreementa plan of reorganization.

DIP Financing. (a) If In the Company event of an Insolvency Proceeding, whether voluntary or any Grantor involuntary, no Junior Debt Lender 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 or support any debtor-in-possession or interim financing (a "DIP Financing") which is secured by a charge or other Security Interest that ranks in priority to or pari passu with the Company or First Lien Security. If any Grantor with, or consent to a third party providing, Loan Party obtains DIP Financing from 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 then the Junior Debt Lenders agree that it they will raise no objection and will not support subordinate the Security Interests securing the Junior Debt Obligations to: (i) the Security Interests securing any objection to such DIP Financing and (ii) any administrative or use other court-ordered charges; provided that: (A) the amounts secured by all such charges, when taken together with the aggregate principal amount of cash collateral 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 Junior Debt Lenders will subordinate the Junior Debt Security in the Collateral 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 Lien Junior Debt 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); (ii) commencement of such Insolvency Proceeding, but subject to the terms of the Security Interests securing any DIP Financing do and any administrative or other court-ordered charges and (D) such DIP Financing does not compel the applicable Grantor Borrower or any of the other Loans Parties 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of 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 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 to the Reorganization that is not a Conforming Plan of Reorganization, provided that (x) such Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens in favor of the New First Lien Collateral ABL Agent, any Additional ABL Agent on Non-Receivables Collateral securing and the New First Lien Obligations. (b) All Liens granted to the ABL Collateral Term Loan Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Loan Agent and the other terms and conditions Term Loan Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of this Agreementa Plan of Reorganization 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 and First Lien Agent or First Lien Lenders 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) 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) Second Lien Agent receives a replacement lien (a “Permitted Replacement Lien”) on assets arising after the Bankruptcy Code); commencement of such Insolvency Proceeding, to the same extent granted to First Lien Agent, with the same priority as existed with respect to Collateral that existed prior to the commencement of such Insolvency Proceeding, (iiiv) 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 of the material terms of such plan are set forth in reorganization, and (vi) the DIP Financing documentation or related document; and (iii) all Liens on Common does not expressly require the liquidation of the Collateral securing any such prior to a default under the 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; provideddocumentation, 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 it will raise no objection to such DIP Financing or use of cash collateral or Financing. Second Lien Agent hereby agrees that its Liens (including, without limitation, all Adequate Protection Liens and Permitted Replacement Liens) in the Collateral shall be subordinated to the Liens securing such DIP Financing (and all obligations relating thereto) to the same on extent and upon the grounds of a failure to provide “adequate protection” same terms and conditions specified in this Agreement for the subordination of Second Lien Agent’s and the Second Lien Lenders’ Liens of in the New First Lien Collateral Agent on Non-Receivables Collateral securing the New Second Lien Indebtedness to the First Lien Obligations. (b) All Liens granted to Agent’s and the ABL Collateral Agent or the New First Lien Lenders’ Liens in the Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by securing the Parties to be and shall be deemed to be subject to the Priority First Lien Priority and the other terms and conditions of this AgreementIndebtedness.

DIP Financing. (a) If the Company Parent, any Borrower or any Grantor Guarantor shall be subject to any Insolvency Proceeding at any time and the Senior Agent shall desire, prior to the Discharge of ABL First Priority Credit 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 Parent, any Borrower 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 ) 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 Credit 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 Agent’s 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 and any “carve-out” for professional fees and expenses and United States Trustee fees agreed to by the Senior Agent) upon the terms and conditions specified in this Agreement. Until the Discharge of First Priority Credit 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 Credit 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 Senior Agent on Non-Receivables Collateral securing the New First Lien Obligationsotherwise has provided its express written consent. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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; providedABL 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 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. (b) If the Borrower or any Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, however, that nothing contained in this Agreement shall prohibit or restrict and the New First Lien Collateral Term Agent or the Term Secured Parties shall seek to provide the Borrower or any New First Lien Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the 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 Collateral) (it being agreed that the Term Agent and the Term Secured Party from raising Parties shall not propose any DIP Financing secured by the ABL Priority Collateral in competition with the ABL Agent and the ABL Secured Parties without the consent of the ABL Agent), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it will raise no objection or supporting 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Law) and, as to the ABL 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 ABL Priority Collateral securing such DIP Financing furnished by the Term Agent or Term Secured Parties is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral, (ii) all Liens on Term Priority Collateral securing any such DIP Financing furnished by the New First Lien ObligationsTerm Agent or Term Secured Parties shall be senior to or on a parity with the Liens of the Term Agent and the Term Secured Parties securing the Term Obligations on Term Priority Collateral and (iii) the foregoing provisions of this Section 6.1(b) shall not prevent the ABL Agent and the ABL 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. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.. 37 Form of J. Crew ABL Intercreditor Agreement

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 Lien Obligations. Priority Obligations under this Agreement, (b) All Liens granted 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 ABL Collateral Agent or the New lawful enforcement of any Lien on First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this AgreementCollateral.

DIP Financing. (a) If This Agreement shall continue in full force and effect notwithstanding the Company commencement of any proceedings under any Bankruptcy Law by or against any Loan Party or any Grantor of its subsidiaries. (b) If any Loan Party shall be subject to any Insolvency or Liquidation Proceeding at any time prior to the Discharge of ABL First Lien Obligations, and the ABL Collateral Agent or the ABL any First Lien Secured Parties Party 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 any similar provision of foreign law 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 foreign law (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Shared Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code or any similar provision of foreign law would be Receivables Shared Collateral) but not any other asset or any Non-Receivables Collateral), then the New First each Second Lien Collateral AgentRepresentative, for and on behalf of itself and the New First Second Lien 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 such DIP Financing on the grounds of a failure to provide “adequate protection” for the Liens of the New First such Second Lien Collateral Agent Representative securing the New First applicable Second Lien Obligations or on any other grounds grounds, and will subordinate its Liens on the Shared 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 First Lien Secured Parties, 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 First Lien Representative, so long as (ix) the New First such Second Lien Collateral Agent Representative retains its Lien on the Common Shared 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); , (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 Shared 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 First Lien Secured Parties on the Shared Collateral 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 Obligations and (z) if 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 receives an adequate protection Lien on the grounds of a failure to provide “adequate protection” for the Liens post-petition assets of the New First Lien Collateral Agent on Non-Receivables Collateral securing debtor to secure the New First Lien Obligations, such Second Lien Representative may also seek an adequate protection Lien on such post-petition assets of the debtor to secure the related Second Lien Obligations in accordance with Section 5.08; provided that (A) each such Lien in favor of such First Lien Secured Party and such Second Lien Secured Party shall be subject to the provisions of Section 5.01(c) and (B) the foregoing provisions of this Section 5.01(b) shall not prevent any Second Lien Secured Party from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization (including with respect to the treatment therein of any Second Lien Obligations). (bc) All Liens granted to the ABL Collateral Agent or the New any First Lien Collateral Agent Secured Party or Second Lien Secured Party in any Insolvency or Liquidation Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing consented to by the Applicable First Lien Representative. (d) Until the Discharge of First Lien Obligations, without limiting Section 6.04, each Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to), any disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code (including, for the avoidance of doubt, any bidding procedures in connection therewith or any other related or ancillary matter, including the retention of any professionals), or any comparable provision of any other Bankruptcy Law, if the Applicable First Lien Representative shall consent to, or not oppose or object to, such disposition so long as the proceeds of such sale are applied in accordance with this Agreement; provided that (a) the Liens of the Second Lien Secured Parties shall attach to any remaining proceeds with the same priority and validity as the Liens held by the Second Lien Secured Parties in the Shared Collateral[,][ and] (b) the net cash Proceeds of any sale under Section 363(b) of the Bankruptcy Code are permanently applied to the DIP Financing or any First Lien Obligations[ and (c) this subsection (i) shall not be deemed to be a waiver of the rights of the Second Lien Secured Parties to credit bid on the Shared Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code in compliance with Section 5.05(a)(ix)]; (ii) except to the extent permitted by and subject to Section 5.08, will not assert any claim (or support any other Person in asserting any claim) under Section 507(b) of the Bankruptcy Code; (iii) shall not, without the prior written consent of the Applicable First Lien Representative, seek or request relief from or modification of the automatic stay or any other moratorium or stay in respect of any part of the Shared Collateral, any Proceeds thereof or any Second Priority Lien; (iv) hereby waives any claim any Second Lien Secured Party may hereafter have against any First Lien Secured Party (a) relating to the election by any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law, or (b) arising out of any use of cash collateral or financing arrangement, or any grant of a security interest in the Shared Collateral, in any Insolvency or Liquidation Proceeding; (v) [will not, without the consent of the Applicable First Lien Representative, propose or enter into any DIP Financing or, except as set forth in Section 5.01(b), support any DIP Financing;] and (vi) shall not contest (or directly or indirectly support any other Person contesting) (A) any request by any First Lien Representative or First Lien Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section 5.01(b)), or (B) any objection by any First Lien Representative or First Lien Secured Party to any motion, relief, action or proceeding based on a claim by such First Lien Representative or First Lien Secured Party that its interests in the Collateral (unless in contravention of Section 5.01(b)) are not adequately protected (or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding), so long as any Liens granted to such First Lien Representative as adequate protection of its interests are subject to 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 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 “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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

DIP Financing. (a) If This Agreement shall continue in full force and effect notwithstanding the Company commencement of any proceedings under any Bankruptcy Law by or against any Loan Party or any Grantor of its subsidiaries. (b) If any Loan Party shall be subject to any Insolvency or Liquidation Proceeding at any time prior to the Discharge of ABL First Lien Obligations, and the ABL Collateral Agent or the ABL any First Lien Secured Parties Party 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 any similar provision of foreign law 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 foreign law (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Shared Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code or any similar provision of foreign law would be Receivables Shared Collateral) but not any other asset or any Non-Receivables Collateral), then the New First each Second Lien Collateral AgentRepresentative, for and on behalf of itself and the New First Second Lien 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 such DIP Financing on the grounds of a failure to provide “adequate protection” for the Liens of the New First such Second Lien Collateral Agent Representative securing the New First applicable Second Lien Obligations or on any other grounds grounds, and will subordinate its Liens on the Shared 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 First Lien Secured Parties, 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 First Lien Representative, so long as (ix) the New First such Second Lien Collateral Agent Representative retains its Lien on the Common Shared 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); , (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 Shared 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 First Lien Secured Parties on the Shared Collateral 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 Obligations and (z) if 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 receives an adequate protection Lien on the grounds of a failure to provide “adequate protection” for the Liens post-petition assets of the New First Lien Collateral Agent on Non-Receivables Collateral securing debtor to secure the New First Lien Obligations, such Second Lien Representative may also seek an adequate protection Lien on such post-petition assets of the debtor to secure the related Second Lien Obligations in accordance with Section 5.08; provided that (A) each such Lien in favor of such First Lien Secured Party and such Second Lien Secured Party shall be subject to the provisions of Section 5.01(c) and (B) the foregoing provisions of this Section 5.01(b) shall not prevent any Second Lien Secured Party from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization (including with respect to the treatment therein of any Second Lien Obligations). (bc) All Liens granted to the ABL Collateral Agent or the New any First Lien Collateral Agent Secured Party or Second Lien Secured Party in any Insolvency or Liquidation Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement; provided that the foregoing shall not alter the super-priority of any Liens securing any DIP Financing consented to by the Applicable First Lien Representative. (d) Until the Discharge of First Lien Obligations, without limiting Section 6.04, each Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (1) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to), any disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code (including, for the avoidance of doubt, any bidding procedures in connection therewith or any other related or ancillary matter, including the retention of any professionals), or any comparable provision of any other Bankruptcy Law, if the Applicable First Lien Representative shall consent to, or not oppose or object to, such disposition so long as the proceeds of such sale are applied in accordance with this Agreement; provided that (a) the Liens of the Second Lien Secured Parties shall attach to any remaining proceeds with the same priority and validity as the Liens held by the Second Lien Secured Parties in the Shared Collateral[,][ and] (b) the net cash Proceeds of any sale under Section 363(b) of the Bankruptcy Code are permanently applied to the DIP Financing or any First Lien Obligations[ and (c) this subsection (i) shall not be deemed to be a waiver of the rights of the Second Lien Secured Parties to credit bid on the Shared Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code in compliance with Section 5.05(a)(ix)]9; (2) except to the extent permitted by and subject to Section 5.08, will not assert any claim (or support any other Person in asserting any claim) under Section 507(b) of the Bankruptcy Code; [9] NTD: Unless otherwise consented to by Applicable First Lien Representative, bracketed text to be excluded if the Initial Second Lien Obligations are obligations with respect to notes issued under a registered or Rule 144A offering or are otherwise widely distributed. (3) shall not, without the prior written consent of the Applicable First Lien Representative, seek or request relief from or modification of the automatic stay or any other moratorium or stay in respect of any part of the Shared Collateral, any Proceeds thereof or any Second Priority Lien; (4) hereby waives any claim any Second Lien Secured Party may hereafter have against any First Lien Secured Party (a) relating to the election by any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law, or (b) arising out of any use of cash collateral or financing arrangement, or any grant of a security interest in the Shared Collateral, in any Insolvency or Liquidation Proceeding; (5) [will not, without the consent of the Applicable First Lien Representative, propose or enter into any DIP Financing or, except as set forth in Section 5.01(b), support any DIP Financing;]10 and (6) shall not contest (or directly or indirectly support any other Person contesting) (A) any request by any First Lien Representative or First Lien Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section 5.01(b)), or (B) any objection by any First Lien Representative or First Lien Secured Party to any motion, relief, action or proceeding based on a claim by such First Lien Representative or First Lien Secured Party that its interests in the Collateral (unless in contravention of Section 5.01(b)) are not adequately protected (or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding), so long as any Liens granted to such First Lien Representative as adequate protection of its interests are subject to 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 if the ABL Collateral Agent or the other 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 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 (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 other 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 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 ABL DIP Financing or use of cash collateral that is Receivables CollateralABL Priority Collateral and will not at any time prior to the Discharge of ABL Obligations (and regardless of whether the ABL Agent and the other ABL Secured Parties have proposed or supported any ABL DIP Financing), except as permitted by Section 6.3(b)propose any ABL DIP 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 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 Agent on the Term Priority Collateral in the same manner that the Lien on Term Priority Collateral in favor of the ABL Secured Parties is subordinated hereunder to the Lien of the Term Secured Parties, (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 other ABL Secured Parties securing the ABL Obligations on Common ABL Priority Collateral, (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the Term Agent and the other Term Secured Parties from objecting to any provision in any ABL DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws, (iv) to the extent that the ABL Secured Parties are granted adequate protection in the form of a Lien and/or a superpriority administrative claim, the Term Secured Parties are permitted to seek (without objection from the ABL Secured Parties) a Lien on Collateral arising after the commencement of the Insolvency Proceeding and/or a superpriority administrative claim, as applicable (so long as, with respect to ABL Priority Collateral, such Lien is junior to the Liens securing such ABL DIP Financing and the ABL Obligations and such superpriority administrative claim is junior to the superpriority administrative claim granted to the ABL Agent), and (v) subject to Section 7.20 hereof, the sum of (i) the maximum aggregate principal amount of loans under such ABL DIP Financing and the other ABL Documents plus (ii) the face amount of letters of credit issued and outstanding under such ABL DIP Financing and the other ABL Documents plus (iii) the aggregate amount of ABL Obligations with respect to ABL Bank Products, calculated, in the case of Swap Contracts, on the applicable Swap Termination Value (as defined in the ABL Credit Agreement), does not exceed the ABL Debt Cap (provided that, for the avoidance of doubt, ABL Obligations under ABL Cash Management Services shall not be included in the calculation of the ABL Debt Cap); providedprovided that the Term Agent, howeveron behalf of itself and the other Term Secured Parties, agrees that nothing contained in this Agreement it will raise no objection and will not support any objection to any ABL DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to grant to the Term Secured Parties a Lien on Collateral arising after the commencement of the Insolvency Proceeding and/or a superpriority administrative claim. (b) If any Borrower or any Guarantor shall prohibit or restrict be subject to any Insolvency Proceeding at any time prior to the New First Lien Collateral Discharge of Term Obligations, and if the Term Agent or the other Term Secured Parties shall seek to provide any New First Lien Borrower or any 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 Term 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 “Term DIP Financing”), with such Term DIP Financing to be secured by all or any portion of the 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 Collateral), then the ABL Agent, on behalf of itself and the other ABL Secured Party from raising any Parties, agrees that it will raise no objection or supporting and will not support any objection to such Term 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any adequate protection with respect to its Lien on the Term Priority Collateral solely as a result of such Term DIP Financing or use of cash collateral that is Term Priority Collateral and will not at any time prior to the Discharge of Term Obligations (and regardless of whether the Term Agent and the other Term Secured Parties have proposed or supported any Term DIP Financing), propose any Term DIP Financing), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) and, as to the ABL 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 ABL Priority Collateral securing such Term DIP Financing is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral in the same manner that the Lien on ABL Priority Collateral in favor of the Term Secured Parties is subordinated hereunder to the Lien of the ABL Secured Parties, (ii) all Liens on Term Priority Collateral securing any such Term DIP Financing shall be senior to or on a parity with the New First Liens of the Term Agent and the other Term Secured Parties securing the Term Obligations on Term Priority Collateral, (iii) the foregoing provisions of this Section 6.1(b) shall not prevent the ABL Agent and the other ABL Secured Parties from objecting to any provision in any Term 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) to the extent that the Term Secured Parties are granted adequate protection in the form of a Lien Obligationsand/or a superpriority administrative claim, the ABL Secured Parties are permitted to seek (without objection from the Term Secured Parties) a Lien on Collateral arising after the commencement of the Insolvency Proceeding and/or a superpriority administrative claim, as applicable (so long as, with respect to Term Priority Collateral, such Lien is junior to the Liens securing such Term DIP Financing and the Term Obligations and such superpriority administrative claim is junior to the superpriority administrative claim granted to the Term Agent, and (v) subject to Section 7.20 hereof, the aggregate outstanding principal amount of all loans under such Term DIP Financing and the Term Documents does not exceed the Term Debt Cap; provided that the ABL Agent, on behalf of itself and the other ABL Secured Parties, agrees that it will raise no objection and will not support any objection to any Term DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to grant to the ABL Secured Parties a Lien on Collateral arising after the commencement of the Insolvency Proceeding and/or a superpriority administrative claim. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties Agents to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement. For clarity, the ABL Agent and the other ABL Secured Parties shall not seek to “prime” the Lien of the Term Agent and the other Term Secured Parties on the Term Priority Collateral and the Term Agent and the other Term Secured Parties shall not seek to “prime” the Lien of the ABL Agent and the other ABL Secured Parties on the ABL Priority Collateral.

DIP Financing. (aA) 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 First Lien Obligations, and if the ABL Collateral First Lien Agent or the ABL First Lien Secured Parties shall seek to provide the Company any Borrower or any Grantor Guarantor with, or consent to a third party providing, any financing (including on a priming basis) under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral (“First Lien 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 “First Lien Secured Party DIP Financing”), with such First Lien Secured Party DIP Financing to be secured by all or any portion of the Receivables Collateral (including First Lien 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 (provided that such First Lien Collateral AgentSecured Party DIP Financing (I) is not in excess of the Maximum DIP Amount and (II) does not require the Second Lien Notes Trustee, on behalf of itself and the New First Second Lien Notes Secured Parties, to release any of their Liens on the Collateral other than in accordance with the terms hereof, then the Second Lien Notes Trustee, on behalf of itself and the Second Lien Notes Secured Parties, agrees that it (i) will consent to, and will raise no objection and will not support any objection to to, such First Lien Secured Party DIP Financing or use of cash collateral First Lien 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 Notes Trustee on the Collateral Agent securing the New First Second Lien Notes Obligations or on any other grounds grounds; (and ii) will not request any adequate protection solely as a result of such First Lien Secured Party 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 documentCash Collateral; and (iii) all Liens on Common Collateral securing will not propose 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 any other financing under Section 363 or 364 of cash collateral the Bankruptcy Code or any similar provision of any foreign Debtor Relief Laws) secured by a Lien on any Collateral or any other assets of any Borrower or Guarantor; and, to the extent the Liens on the Collateral securing the First Lien Obligations are subordinated or pari passu with the Liens on the Collateral securing such First Lien Secured Party DIP Financing, the Second Lien Notes Trustee will subordinate its Liens in the Collateral 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 Agent on Non-Receivables Collateral securing the New First Lien ObligationsSecured Party DIP Financing (and all obligations relating thereto). (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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 to the Liens securing the same on any grounds; provided that (i) such Term Collateral Agent retains its Lien on the Collateral to secure the Applicable Term Obligations (in each case, including Proceeds thereof arising after the commencement of cash collateral the Insolvency Proceeding) and, as to the 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) all Liens on ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of any ABL Collateral Agent and the other ABL Secured Parties securing the ABL Obligations on ABL Priority Collateral, (iii) the total principal amount of the loans under such DIP Financing shall not exceed the DIP Financing Maximum Amount; provided further that (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 Section 6.1(a) shall not prevent any Term Collateral Agent or any of the other Term Secured Parties from objecting to any provision in any DIP Financing (i) relating to any provision or content of a plan of reorganization or (ii) expressly requiring the liquidation of the Term Priority Collateral prior to a default under the DIP Financing documentation. (b) If any Borrower or any Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, and any Term Collateral Agent or any of the other Term Secured Parties shall seek to provide any Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Term Priority Collateral, then the ABL Collateral Agent, on behalf of itself and the other ABL 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 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 ABL Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); Insolvency Proceeding) and, as to the ABL Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the case under the Insolvency Proceeding and any Lien on ABL Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of such ABL Collateral Agent on the 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 Term Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of each Term Collateral Agent and the ABL other Term Secured Parties securing any of the Term Obligations on Term Priority Collateral, and (iii) the total principal amount of the loans under such DIP Financing shall not exceed the DIP Financing Maximum Amount; provided further that (x) any such Liens in favour of such Term Collateral Agent and the ABL Secured Parties securing Collateral Agent shall be subject to the provisions of Section 6.1(c) hereof and (y) the foregoing provisions of this Section 6.1(b) shall not prevent 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 of the other ABL 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 ABL Priority Collateral Agent on Non-Receivables Collateral securing prior to a default under the New First Lien ObligationsDIP Financing documentation. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien any Term Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, Proceeding are intended by the Parties 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 Term Loan Obligations, and the ABL Term Loan Collateral Agent or any of the ABL other Term Loan Secured Parties shall seek to provide the Company any Borrower or any Grantor with, or consent to a third party providing, Guarantor with 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 Collateral, then the New First Lien Notes Collateral Agent, on behalf of itself and the New First Lien other Notes 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 Notes Collateral 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 the Bankruptcy Code); Insolvency Proceeding, (ii) all Liens on Collateral securing any such DIP Financing shall be senior to or on a parity with the terms Liens of the Term Loan Collateral Agent and the other Term Loan Secured Parties securing the Term Loan Obligations on Collateral, and (iii) the total principal amount of the loans under such DIP Financing shall not exceed the DIP Financing do Maximum Amount; and provided further that the foregoing provisions of this Section 6.1(a) shall not prevent the Notes Collateral Agent or any of the other Notes Secured Parties from objecting to any provision in any DIP Financing that would (i) compel the applicable Grantor Credit 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 (iiiii) all Liens on Common expressly require the liquidation of the Collateral securing any such prior to a default under the 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 Obligationsdocumentation. (b) All Liens granted to the ABL Term Loan Collateral Agent or the New First Lien Notes Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, Proceeding are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement. In furtherance of the foregoing, the Notes Collateral Agent, on behalf of itself and each other Notes Secured Party agrees that it will subordinate (and will be deemed hereunder to have subordinated) the Liens granted to such Notes Secured Party on the Collateral to any DIP Financing on the same terms as the Liens granted to the Term Loan Secured Parties on the Collateral are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement).

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; providedABL 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 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. (b) If the Borrower or any Guarantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of Term Obligations, however, that nothing contained in this Agreement shall prohibit or restrict and the New First Lien Collateral Term Agent or the Term Secured Parties shall seek to provide the Borrower or any New First Lien Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the 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 Collateral) (it being agreed that the Term Agent and the Term Secured Party from raising Parties shall not propose any DIP Financing secured by the ABL Priority Collateral in competition with the ABL Agent and the ABL Secured Parties without the consent of the ABL Agent), then the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that it will raise no objection or supporting 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 ABL Agent securing the ABL Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) the ABL Agent retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the commencement of the case under any Debtor Relief Law) and, as to the ABL 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 ABL Priority Collateral securing such DIP Financing furnished by the Term Agent or Term Secured Parties is junior and subordinate to the Lien of the ABL Agent on Non-Receivables the ABL Priority Collateral, (ii) all Liens on Term Priority Collateral securing any such DIP Financing furnished by the New First Lien ObligationsTerm Agent or Term Secured Parties shall be senior to or on a parity with the Liens of the Term Agent and the Term Secured Parties securing the Term Obligations on Term Priority Collateral and (iii) the foregoing provisions of this Section 6.1(b) hereof shall not prevent the ABL Agent and the ABL 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. (bc) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

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 documentcash collateral order does not expressly require the liquidation of all of the Collateral 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 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 content of a plan or reorganization to the extent that such objection is not inconsistent with the terms of this Agreement, or (y) objecting to any agreement or arrangements that require a specific treatment of the 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 Second Lien Secured Parties exercise the purchase option set forth in Article 7 hereof with respect to the First Lien Obligations, the First Lien Agent agrees, on behalf of the First Lien Secured Parties, that the First Lien Agent and the First Lien Secured Parties shall not seek to provide the Borrower or any Guarantor with a DIP Financing following such purchase. (iiib) Notwithstanding the provisions of Section 6.1(a), if the First Lien Agent or some or all Liens on Common Collateral securing of the First Lien Secured Parties (i) do not offer to provide DIP Financing to the Borrower and/or the Guarantors; or (ii) propose to provide DIP Financing not conforming with the provisions of Section 6.1(a), the Second Lien Agent and some or all of the Second Lien Secured Parties may propose to provide (or support any other Person in providing) DIP Financing in lieu of, or competition with, the First Lien Agent and the First Lien Secured Parties, provided that any such DIP Financing shall be senior subject to or on a parity the same limitations set forth in Section 6.1(a), shall be in conformity with the Liens provisions of Section 5.2(b) and the other provisions of this Agreement, and shall not seek to prime the Lien of the ABL Collateral First Lien 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 ObligationsParties. (bc) All Liens granted to the ABL Collateral First Lien Agent or the New First Second Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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 not prevent the Term Agent and the Term Lenders from objecting to any provision in any DIP Financing relating to any provision or restrict content of a plan of reorganization. (b) If any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the New First Lien Collateral United States at any time prior to the Discharge of ABL Obligations, and the ABL Agent or the ABL Lenders shall seek to provide any New First Lien Secured Party from raising Borrower or any Guarantor with, or consent to a third party providing, any DIP Financing, with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral), then any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that it will raise no objection or supporting 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 such Additional Agent securing the New First Additional Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing), so long as (i) such Additional Agent retains its Lien on the Collateral to secure the Additional 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 such Additional Agent on Non-Receivables the Term Priority Collateral, (ii) all Liens on ABL Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the New First Liens of the ABL Agent and the ABL Lenders securing the ABL Obligations on ABL 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, such Additional Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional Obligations, provided that (x) such Liens in favor of the ABL Agent and such Additional 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 Additional Agent and any Additional Creditors from objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization. (bc) All Liens granted to the ABL Collateral Agent, the Term Agent or the New First Lien Collateral any Additional Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 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 Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement Junior Priority 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 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. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien 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 other terms and conditions Junior Priority Secured Parties from objecting to any provision in any DIP Financing relating to any provision or content of this Agreementa 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 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 Collateral Agent and the ABL Senior Priority 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. Senior Priority Obligations and (bz) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in if any Insolvency Proceeding, whether as Senior Priority Secured Party receives an adequate protection or otherwiseLien on post-petition assets of the debtor to secure the Senior Priority Obligations, are intended by such Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the Parties debtor to be 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 deemed to be subject to the Lien Priority provisions of Section 6.1(b) hereof and the other terms and conditions relevant provisions of this Agreement.Section 6.1 of the Base Intercreditor Agreement and

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 Lenders 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 under 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) or consent to any order for the use of cash collateral constituting Receivables ABL Priority Collateral under Section 363 of the Bankruptcy Code (or under 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 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 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 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 Lenders securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict ABL Priority Collateral 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 such DIP Financing or use of cash collateral or to when aggregated with the Liens securing then outstanding ABL Obligations shall not exceed the same on the grounds of a failure to provide “adequate protection” for the Liens amount of the New First Lien Collateral Agent on Non-Receivables Collateral securing the New First Lien ABL Priority Obligations. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Term Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of 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 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 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. Senior Priority Obligations and (bz) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in if any Insolvency Proceeding, whether as Senior Priority Secured Party receives an adequate protection or otherwiseLien on post-petition assets of the debtor to secure the Senior Priority Obligations, are intended by such Junior Priority Agent also receives an adequate protection Lien on such post-petition assets of the Parties debtor to be 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 deemed to be subject to the Lien Priority provisions of Section 6.1(b) hereof and (y) the other terms and conditions foregoing provisions of this AgreementSection 6.1(a) shall not prevent any Junior Priority Secured Party 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 any Borrower or any Grantor of its Subsidiaries 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 Priority 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 any Borrower, or any of its Subsidiaries 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 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 and in Section 6.02. 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 Priority 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 Priority 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 Priority 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 Obligationsotherwise has provided its express written consent. (b) All Liens granted to the ABL Collateral Agent or the New First Lien Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

DIP Financing. (a) If Until the Company or Discharge of the ABL Obligations, if any Grantor Credit Party shall be subject to any Insolvency Proceeding 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 any similar provision of any other Bankruptcy Law (such financing, may include a “roll-up” or “roll-over” of all or any of the ABL Obligations) 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 other Bankruptcy 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 provisions of any other Bankruptcy Law, 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 protection, except as a result of 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 use of cash collateral that is Receivables Collateral, except as permitted United States Trustee fees or other security or charges 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 CodeCode or other Bankruptcy Law); , and (iiy) 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 shall be entitled to seek an adequate protection Lien on such post-petition assets of the applicable Credit Party to secure the related Junior Priority Obligations and the Senior Secured Party 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 Lien, 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 (y) the terms foregoing provisions of the this Section 6.1(a) shall not prevent any Junior Priority Secured Party from objecting to any provision in any DIP Financing do not compel the applicable Grantor relating to seek confirmation any provision or content 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 arrangement 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. (b) proposal. All Liens granted to the ABL Collateral Agent any Senior Priority Secured Party or the New First Lien Collateral Agent Junior Priority Secured Party in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.