Common use of Finance and Sale Issues Clause in Contracts

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Term Collateral Agent shall desire to permit the use of cash collateral constituting ABL TL Priority Collateral on which the ABL Term Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain financing, whether from the Term Secured Parties or any other entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Term ABL Collateral Agent, on behalf of itself and the Term ABL Secured Parties, Parties and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL TL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL TL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly expressly, agreed by the ABL Term Collateral Agent or to the extent permitted by Section 3.5(c2.5(c)) and, to the extent the Liens on the ABL TL Priority Collateral securing the ABL Term Obligations are subordinated or pari passu with the Liens on the ABL TL Priority Collateral securing such DIP Financing, the Term ABL Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term ABL Collateral Agent, on behalf of the Term ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it they will not raise any objection or oppose a sale or other disposition of any ABL TL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL TL Priority Collateral in favor of the Term ABL Collateral Agent and the Third Priority Lien on the ABL TL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Term Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Term Obligations and until the Discharge of Term ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term ABL Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL TL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL TL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term ABL Collateral Agent or to the extent permitted by Section 3.5(c2.5(c)) and, to the extent the Liens on the ABL TL Priority Collateral securing the Term ABL Obligations are subordinated or pari passu with the Liens on the ABL TL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Term Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL TL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL TL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term ABL Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until The Notes Agent, on behalf of the Note Claimholders, hereby agrees that, until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which “Cash Collateral” (as such term is defined in Section 363(a) of the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral Bankruptcy Code) constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on permit any Grantor to obtain financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL Priority Collateral Collateral, then any Note Claimholder will not be entitled to raise (and will not request raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or DIP Financing (including, except as expressly provided below, that the Note Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or any DIP Financing meets the following requirements: (i) the Notes Agent and the other relief in connection therewith Note Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (except, as expressly agreed by the ABL Collateral Agent or ii) to the extent permitted by Section 3.5(c)) and, to the extent the Liens on that the ABL Priority Collateral securing Agent is granted adequate protection in the form of a Lien, the Notes Agent is permitted to seek a Lien (without objection from the ABL Obligations are subordinated Agent or pari passu any ABL Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with the Liens on the respect to ABL Priority Collateral securing Collateral, such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral Lien is junior to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term ABL Agent), (iii) the terms of the Cash Collateral Agent and use or the Third Priority DIP Financing require that any Lien on the ABL Notes Priority Collateral in favor to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent in securing the same order Note Obligations with respect thereto and manner as otherwise set forth herein(iv) or other claims under Section 363 the terms of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. The Notes Agent shall be granted Liens on the ABL Priority Collateral required to subordinate and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and, consistent with the preceding provisions of this Section 6.1, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above). Following ; provided, however, if the Discharge of Liens securing the DIP Financing rank junior to the Liens securing the ABL Obligations, the Notes Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing. The Notes Agent, on behalf of itself and the Notes Secured PartiesNote Claimholders, agrees that it will not raise no such Person shall provide to such Grantor any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect DIP Financing to the Third Priority extent that the Notes Agent or any Note Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of the ABL Agent. The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that no such Persons shall provide to such Grantor any DIP Financing to the extent that the ABL Agent or any ABL Claimholder would, in favor connection with such financing, be granted a Lien on the Notes Priority Collateral senior to or pari passu with the Liens of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsAgent.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing, ”) then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use or DIP Financing so long as (i) such Cash Collateral use or DIP Financing is on commercially reasonable terms and (ii) the DIP Financing (a) does not compel the Company to seek confirmation of cash collateral constituting ABL Priority a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order; provided, however, that the Second Lien Collateral Agent and the Second Lien Claimholders shall retain the right to object to any ancillary agreements or arrangements entered into in connection with the fact Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and would cause the terms of the Cash Collateral use or the DIP Financing, when taken together with such ancillary agreements or arrangements, to contravene the provisions of this Agreement. To the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing may be granted which meets the requirements of clauses (i) and (ii) above, the Second Lien Collateral Agent will subordinate its Liens on in the ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be become subject to a case under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code (or any Insolvency comparable provision of any Bankruptcy Law) or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which under Section 363 of the ABL Collateral Agent Bankruptcy Code (or any other creditor has a Lien or to permit the Company or comparable provision of any other Grantor to obtain a DIP FinancingBankruptcy Law), then the Term Collateral AgentTrustee, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, agrees that it will raise no objection, and will waive any claim such Person may now or hereafter have, to any such DIP Financing or to the Notes Liens on the Collateral Agentsecuring the same (“DIP Financing Liens”), or to any use of cash collateral that constitutes Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the First Lien Claimholders or the First Lien Collateral Agent shall oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral or (ii) such DIP Financing Liens are neither senior to, nor rank pari passu with, the Liens securing First Lien Obligations upon any Collateral or property of the estate in such Insolvency or Liquidation Proceeding. To the extent such DIP Financing Liens are senior to, or rank pari passu with, the Liens securing First Lien Obligations, the Collateral Trustee will, for itself and on behalf of the other Second Lien Claimholders, subordinate the Liens on such Collateral to the Liens on such Collateral securing First Lien Obligations and the DIP Financing Liens on the same terms as set forth in this Agreement, so long as the Second Lien Claimholders retain Liens on all of the Collateral to the extent legally entitled thereto, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding to the extent legally entitled thereto, with the same priority, relative to the Liens of the First Lien Claimholders. as existed prior to the commencement of the case under the Bankruptcy Code. (b) The Collateral Trustee, on behalf of itself and the Notes Secured Partiesother Second Lien Claimholders, agree agrees that they it will raise no objection or oppose, or support any Person in objecting or opposing, a motion to such use sell or otherwise dispose of cash collateral constituting ABL Priority any Collateral (or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection any portion thereof) under Section 363 or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 provision of the Bankruptcy Code if the ABL Secured Parties requisite percentage or number of First Lien Claimholders (or the First Lien Collateral Agent on their behalf), in accordance with the applicable First Lien Documents, have consented to such sale or disposition of such assets. assets (ii) Following as certified by the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term First Lien Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or in writing to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral Trustee), and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect Second Lien Obligations attach to the Third Priority Lien on the ABL Priority Collateral in favor proceeds of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsdisposition.

Finance and Sale Issues. (i) Until If the Discharge of ABL Obligations has occurred, if the Company Borrower or any other Grantor Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent Trustee (acting at the direction of the Required Lenders) shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Collateral Agent Trustee or any other creditor Secured Party has a Lien or to permit the Company Borrower or any other Grantor Loan Party to obtain a financing, whether from the Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Debtor Relief Laws (“DIP Financing”), then the Term Collateral AgentTrustee, on behalf of itself and the Term Secured Partieseach Eligible Commodity Hedging Counterparty, each Interest Rate Hedge Bank, and the Notes Collateral Agent, on behalf of itself and the Notes each other Secured Parties, agree Party agrees that they it (a) will raise no objection to such to, nor support any other Person objecting to, the use of cash collateral constituting ABL Priority such Cash Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and Financing, (b) will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)c) and, to the extent the DIP Financing requires that the Liens on the ABL Priority Collateral securing the ABL Obligations are be subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, and/or any carve-out (to which the Term Collateral Agent and Trustee consents (acting at the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf direction of the Term Secured Parties, Required Lenders)) for the professional fees and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor expenses of the Term Collateral Agent Loan Parties and the Third Priority Lien on the ABL Priority Collateral any official committee of unsecured creditors appointed in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to any such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding will consent to such subordination or pari passu treatment, (d) agrees that notice received two calendar days prior to the entry of an interim order approving such usage of Cash Collateral or approving such DIP Financing shall be adequate notice and that notice received 15 calendar days prior to a hearing to approve such DIP Financing or use of Cash Collateral on a final basis shall be adequate; provided that (i) each Secured Party retains the Term right to object to any ancillary agreements or ancillary arrangements regarding the Cash Collateral Agent shall desire use or the DIP Financing that are materially prejudicial to permit the Company their interests (unless such ancillary agreements or arrangements, including any other Grantor adequate protection orders, are equally materially prejudicial to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes all Secured Parties, agrees that it will raise in which case there shall be no objection independent right of a Secured Party to such use of cash collateral constituting ABL Priority Collateral or to object), (ii) the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and x) does not compel any Loan Party to seek confirmation of a specific plan of reorganization for which all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf or substantially all of the Notes material terms are set forth in the DIP Financing documentation or a related document, and (y) the DIP Financing document or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (iii) if any cash collateral order contemplates the liquidation of the Collateral, such order provides that the Liens of the Collateral Agent (for the benefit of the Secured Parties, agrees that it ) will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect attach to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition proceeds of such assetsliquidation equally and ratably.

Finance and Sale Issues. (i) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of ABL Prior Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) representing Proceeds of such Subordinated Lien Collateral or to permit any Grantor to obtain financing, whether from the Prior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such cash collateral constituting use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such cash collateral use or DIP Financing meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the following sentence, the respective priorities provided in Section 2.1, and (x) with respect to Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any ABL Priority Collateral on which and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the ABL Claimholders have consented thereto or (y) with respect to Subordinated Lien Collateral of the Notes Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any Notes Priority Collateral and no such cash collateral to be used constitutes Proceeds of Notes Priority Collateral unless the Notes Claimholders have consented thereto, (ii) to the extent that the Prior Lien Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any other creditor has motion by any Subordinated Lien Claimholder to receive such a Lien Lien), (iii) the terms of such DIP Financing or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization and (iv) the fact that terms of such DIP Financing may be granted Liens on the ABL Priority Collateral and will do not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or require such Subordinated Claimholders to the extent permitted by Section 3.5(c)) and, extend additional credit pursuant to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing. If requested by the Prior Lien Agent, the Term Collateral each Subordinated Lien Agent and the Notes Collateral Agent Subordinated Lien Claimholders shall be required to subordinate and will subordinate their its Liens in the ABL Priority its Subordinated Lien Collateral to the Liens securing any such DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing rank pari passu with or senior to the Liens securing the Prior Lien Obligations. The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, Each Subordinated Lien Agent on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority applicable Subordinated Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured PartiesClaimholders, agrees that it will raise no objection such Person shall provide to such use of cash collateral constituting ABL Priority Collateral Grantor any DIP Financing (or support any other Person in seeking to the fact that provide to any Grantor any such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or Financing) to the extent permitted by Section 3.5(c)) andthat any Subordinated Lien Claimholder would, to the extent the Liens in connection with such financing, be granted a Lien on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to Subordinated Lien Collateral unless the Third Priority Prior Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties Claimholders shall have consented to such sale or disposition of such assetsthereto.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other entity under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (each, a "DIP FinancingFINANCING"), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c)6.3) and, to the extent the Liens on the ABL Priority Collateral securing the ABL First Lien Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Second Lien Collateral Agent will subordinate their its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations Obligations relating thereto). The Term Second Lien Collateral Agent, Agent on behalf of the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties First Lien Claimholders have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until The Credit Agreement Agent, on behalf of the Cash Flow Credit Claimholders, the Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, hereby agrees that, until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which “Cash Collateral” (as such term is defined in Section 363(a) of the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral Bankruptcy Code) constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on permit any Grantor to obtain financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“ABL DIP Financing”) secured by a Lien on ABL Priority Collateral Collateral, then any First Lien Claimholder will not be entitled to raise (and will not request raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or ABL DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or any ABL DIP Financing meets the following requirements: (i) the First Lien Agents and the other relief in connection therewith First Lien Claimholders retain a Lien on the Collateral and, with respect to the First Lien Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (except, as expressly agreed by the ABL Collateral Agent or ii) to the extent permitted by Section 3.5(c)) and, to the extent the Liens on that the ABL Priority Collateral securing Agent is granted adequate protection in the form of a Lien, each First Lien Agent is permitted to seek a Lien (without objection from the ABL Obligations are subordinated Agent or pari passu any ABL Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with the Liens on the respect to ABL Priority Collateral securing Collateral, such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral Lien is junior to the Liens securing such ABL DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term ABL Agent), (iii) the terms of the Cash Collateral Agent and use or the Third Priority ABL DIP Financing require that any Lien on the ABL First Lien Priority Collateral in favor to secure such ABL DIP Financing is subordinate to the Lien of each First Lien Agent securing the Notes Collateral Agent in First Lien Obligations with respect thereto and (iv) the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition terms of such assets. (ii) Following the Discharge ABL DIP Financing or use of ABL Obligations and until the Discharge Cash Collateral do not require any Grantor to seek approval for any Plan of Term Obligations has occurred, if the Company or any other Grantor Reorganization that is inconsistent with this Agreement. Each First Lien Agent shall be subject required to any Insolvency or Liquidation Proceeding subordinate and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and to all adequate assurance Liens granted to the ABL Agent on behalf of the ABL Claimholders and, consistent with the preceding provisions of this Section 6.1, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above). Following ; provided, however, if the Discharge of Liens securing the ABL DIP Financing rank junior to the Liens securing the ABL Obligations, each First Lien Agent shall be required to subordinate its Liens in the Notes ABL Priority Collateral to the Liens securing such ABL DIP Financing. (b) The ABL Agent, on behalf of the Notes Secured PartiesABL Claimholders, hereby agrees that it that, until the Discharge of First Lien Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Agents shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting First Lien Priority Collateral or to permit any Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“First Lien DIP Financing”) secured by a Lien on First Lien Priority Collateral, then any ABL Claimholder will not be entitled to raise (and will not raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or First Lien DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a sale condition thereto) so long as such Cash Collateral use or First Lien DIP Financing meets the following requirements: (i) the ABL Agent and the other disposition of any ABL Priority Claimholders retain a Lien on the Collateral free and clear of its Liens (subject to attachment of proceeds and, with respect to the Third ABL Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the First Lien Agents are granted adequate protection in the form of a Lien, the ABL Agent is permitted to seek a Lien (without objection from the First Lien Agents or any First Lien Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to First Lien Priority Collateral, such Lien is junior to the Liens securing such First Lien DIP Financing and any other Liens in favor of the First Lien Agents), (iii) the terms of the Cash Collateral use or the First Lien DIP Financing require that any Lien on the ABL Priority Collateral in favor to secure such First Lien DIP Financing is subordinate to the Lien of the Notes ABL Agent securing the ABL Obligations with respect thereto and (iv) the terms of such First Lien DIP Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. The ABL Agent shall be required to subordinate and will subordinate its Liens in the same order First Lien Priority Collateral to the Liens securing such First Lien DIP Financing (and manner as otherwise set forth hereinall obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) or other claims under Section 363 and to all adequate assurance Liens granted to the First Lien Agents on behalf of the Bankruptcy Code First Lien Claimholders and, consistent with the preceding provisions of this Section 6.1, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above); provided, however, if the Term Secured Parties have consented Liens securing the First Lien DIP Financing rank junior to the Liens securing the First Lien Obligations, the ABL Agent shall be required to subordinate its Liens in the First Lien Priority Collateral to the Liens securing such sale or disposition of such assetsFirst Lien DIP Financing.

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the use of cash collateral constituting TL Priority Collateral on which the Term Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain financing, whether from the Term Secured Parties or any other entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Notes ABL Collateral Agent, on behalf of itself and the Notes ABL Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL TL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL TL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, expressly agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c2.5(c)(Adequate Protection)) and, to the extent the Liens on the ABL TL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL TL Priority Collateral securing such DIP Financing, the Notes ABL Collateral Agent will subordinate its Liens in the ABL TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of The ABL Obligations, the Notes Collateral Agent, on behalf of the Notes ABL Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL TL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Second Priority Lien on the ABL TL Priority Collateral in favor of the Notes ABL Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing, ”) then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing is (i) on commercially reasonable terms, (ii) the Second Lien Collateral Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) the DIP Financing (a) does not compel the Company to seek confirmation of cash collateral constituting ABL Priority a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Obligations are subordinated to the fact that or pari passu with such DIP Financing may be granted which meets the requirements of clauses (i) through (iii) above, the Second Lien Collateral Agent will subordinate its Liens on in the ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire shall, acting in accordance with the ABL Agreement, agree to permit the use of cash collateral constituting “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes ABL Priority Collateral on which securing the ABL Collateral Agent or any other creditor has a Lien Obligations or to permit the Company or any other Grantor to obtain a financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) to the extent such DIP Financing is secured by Liens on ABL Collateral, then the Term Collateral AgentTrustee, on behalf of itself each Priority Lien Representative and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree each Priority Lien Claimholder each agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing, and, except to the fact that extent permitted by Section 3.1(c) and Section 6.3, will not request adequate protection or any other relief in connection therewith, so long as such Cash Collateral use or DIP Financing may be granted meets the following requirements: (i) it is on commercially reasonable terms under the circumstances, (ii) the Collateral Trustee, each Priority Lien Representative and each Priority Lien Claimholder retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are prejudicial to their interests in the Shared Collateral, (iii) the terms of the Cash Collateral use or DIP Financing do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, and (iv) if the ABL Claimholders retain their Liens on the ABL Collateral securing the ABL Obligations, the Collateral Trustee and each Priority Lien Representative, for the ratable benefit of the Priority Lien Claimholders, shall retain an immediately junior Lien on the ABL Collateral. To the extent the Liens on the ABL Collateral securing the ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Collateral Trustee and each Priority Lien Representative will subordinate any Liens in the ABL Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and. The foregoing shall not prohibit the Collateral Trustee, any Priority Lien Representative or any Priority Lien Claimholder from objecting to the terms of any DIP Financing to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing that such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise is secured by any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assetsShared Collateral. (iib) Following Until the Discharge of ABL Obligations and until the Discharge of Term Priority Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire Trustee shall, acting in accordance with the Priority Lien Documents, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes Shared Collateral securing the Priority Lien Obligations or to permit the Company or any other Grantor to obtain a DIP FinancingFinancing to the extent such DIP Financing is secured by Liens on Shared Collateral, then the Notes Collateral Agent, on behalf of itself ABL Agent and the Notes Secured Parties, each ABL Claimholder agrees that it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing, and, except to the fact extent permitted by Section 3.2(c) and Section 6.3, will not request adequate protection or any other relief in connection therewith, so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms under the circumstances, (ii) the ABL Agent and each ABL Claimholder retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are prejudicial to their interests in the ABL Collateral, (iii) the terms of the Cash Collateral use or DIP Financing do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, and (iv) if the Priority Lien Claimholders retain their Liens on the Shared Collateral securing the Priority Lien Obligations, the ABL Agent for the ratable benefit of each ABL Claimholder shall retain an immediately junior Lien on the Shared Collateral. To the extent the Liens on the Shared Collateral securing the Priority Lien Obligations are subordinated to or pari passu with such DIP Financing may be granted Liens on which meets the requirements of clauses (i) through (iii) above, the ABL Priority Agent and each ABL Claimholder will subordinate any Liens in the Shared Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly, expressly agreed by the Term Collateral Agent Trustee or to the extent permitted by Section 3.5(c6.3)) and, . The foregoing shall not prohibit the ABL Agent or any ABL Claimholder from objecting to the terms of any DIP Financing to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing that such DIP Financing is secured by any ABL Collateral. (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes c) The Collateral AgentTrustee, on behalf of the Notes Secured Parties, Priority Lien Representatives and the Priority Lien Claimholders agrees that it will not raise oppose, and hereby consents to (i) any objection sale consented to by the ABL Agent of any ABL Collateral pursuant to Section 363 or oppose a 1129 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency or Liquidation Proceeding), (ii) any bid by the ABL Agent on behalf of the ABL Claimholders with respect to then outstanding ABL Obligations in connection with any such sale or any other sale or other disposition of the ABL Collateral, and (iii) any bidding, sale or auction procedures and related bidding protections, consented to by the ABL Priority Agent in connection with the immediately preceding clauses (i) and (ii). (d) The ABL Agent agrees, on behalf of the ABL Claimholders, that it will not oppose, and hereby consents to (i) any sale consented to by the Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Trustee, any Priority Lien on the ABL Representative or any Priority Lien Claimholder of any Shared Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under pursuant to Section 363 or 1129 of the Bankruptcy Code if (or any similar provision under the Term Secured Parties have consented law applicable to any Insolvency or Liquidation Proceeding), (ii) any bid by the Collateral Trustee, any such Priority Lien Representative or any Priority Lien Claimholder with respect to then outstanding Priority Lien Obligations in connection with any such sale or any other sale or other disposition of such assetsthe Shared Collateral, and (iii) any bidding, sale or auction procedures and related bidding protections, consented to by the Collateral Trustee or any Priority Lien Representative in connection with the immediately preceding clauses (i) and (ii).

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company U.S. Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company U.S. Borrower or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing is (i) on commercially reasonable terms, (ii) the Second Lien Collateral Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) the DIP Financing (a) does not compel U.S. Borrower to seek confirmation of cash collateral constituting ABL Priority a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Obligations are subordinated to the fact that or pari passu with such DIP Financing may be granted which meets the requirements of clauses (i) through (iii) above, the Second Lien Collateral Agent will subordinate its Liens on in the ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any First Lien Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Term Second Lien Secured PartiesParties represented by it, will not object to such Cash Collateral use or DIP Financing, including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the Notes extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Notes Second Lien Secured PartiesParties represented by it, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated First Lien Representative or to the extent permitted by Section 3.5(c6.3)) and, . No Second Lien Secured Party may provide DIP Financing to the extent the Company or any other Grantor secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing such any First Lien Obligations; provided that if no First Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Secured Party may seek to provide DIP Financing (which DIP Financing shall consist solely of additional financing and all obligations relating shall not include any rollup of the Second Lien Obligations) secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and the First Lien Secured Parties may object thereto). The Term Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Term Second Lien Secured PartiesParties represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL requisite First Lien Secured Parties have consented to such sale sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. (ii) Following , in which event the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall Second Lien Secured Parties will be subject deemed to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or have consented to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject pursuant to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth hereinSection 363(f) or other claims under Section 363 of the Bankruptcy Code if and such motion does not impair the Term rights of the Second Lien Secured Parties have consented to such sale or disposition under Section 363(k) of such assetsthe Bankruptcy Code.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company Borrower or any other Grantor Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral First Lien Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL Collateral First Lien Agent or any other creditor has a Lien or to permit the Company Borrower or any other Grantor Loan Party to obtain financing (on commercially reasonable terms), whether from the First Lien Secured Parties or any other entity, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a "DIP FinancingFINANCING"), then the Term Collateral Second Lien Agent, on behalf of itself and the Term Second Lien Secured Parties, agrees that, so long as the sum of (i) the maximum aggregate principal amount of Indebtedness, including, without limitation, the aggregate face amount of letters of credit, that may be outstanding from time to time under such DIP Financing (including any such portion thereof that constitutes rollover of First Lien Loans and/or letters of credit under the First Lien Credit Agreement) plus, without duplication, (ii) the aggregate principal amount of First Lien Loans and the Notes Collateral Agent, on behalf aggregate face amount of itself letters of credit issued but not reimbursed under the First Lien Credit Agreement does not exceed the Maximum First Lien Indebtedness Amount and the Notes Secured PartiesDIP Financing is treated as First Lien Obligations hereunder, agree that they it will (a) raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral First Lien Agent or to the extent permitted by Section 3.5(c6.3 hereof), (b) and, agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice and (c) to the extent the Liens on the ABL Priority Collateral securing the ABL First Lien Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Second Lien Agent will subordinate their its Liens in the ABL Priority Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protection provided to the First Lien Agent or the First Lien Secured Parties or (z) any "carve-out" for any professional fees, United States Trustee fees and any other customary amounts agreed by the First Lien Agent or First Lien Secured Parties. The Term Collateral Agent, Second Lien Agent on behalf of the Term Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL First Lien Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding assets and the Term Collateral Second Lien Agent shall desire and each other Second Lien Secured Party will be deemed to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims have consented under Section 363 of the Bankruptcy Code if (and otherwise) to any sale supported by the Term First Lien Secured Parties and to have consented to such sale or disposition of released their Liens in such assets, in each case so long as the respective interests of the Second Lien Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any First Lien Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) then each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, then each Second Lien Collateral Agent will subordinate its Liens in the Term Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of itself and the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated First Lien Representative or to the extent permitted by Section 3.5(c6.3)) and, ; provided that the Second Lien Representatives and the other Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No Second Lien Claimholder may provide DIP Financing to the extent the Company or any other Grantor secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing (secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and all obligations relating First Lien Claimholders may object thereto); provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. The Term Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. , in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that (iiA) Following without the Discharge consent of ABL Obligations and until the Discharge First Lien Claimholders, none of Term Obligations has occurredsuch Second Lien Representative or such Second Lien Collateral Agent, if the Company Second Lien Claimholders represented by it or any other Grantor shall be subject to agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) without the Term Collateral Agent shall desire to permit consent of the Company First Lien Claimholders, none of such Second Lien Representative or any other Grantor to obtain a DIP Financing, then the Notes such Second Lien Collateral Agent, the Second Lien Claimholders represented by it or any agent or trustee on behalf of itself and the Notes Secured Partiesany of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral dispute or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection object, whether directly or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) andindirectly, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge any valuation of ABL Obligations, the Notes Collateral Agent, on behalf any of the Notes Secured PartiesGrantors or their respective assets, agrees that it will not raise or otherwise take any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds position with respect to the Third Priority Lien such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on the ABL Priority Collateral in favor grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsRestricted Assets.

Finance and Sale Issues. (i) Until The Notes Agent, on behalf of the Note Claimholders, hereby agrees that, until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which “Cash Collateral” (as such term is defined in Section 363(a) of the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral Bankruptcy Code) constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on permit any Grantor to obtain financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL Priority Collateral Collateral, then any Note Claimholder will not be entitled to raise (and will not request raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or DIP Financing (including, except as expressly provided below, that the Note Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or any DIP Financing meets the following requirements: (i) the Notes Agent and the other relief in connection therewith Note Claimholders retain a Lien on the Collateral and, with respect to the Note Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (except, as expressly agreed by the ABL Collateral Agent or ii) to the extent permitted by Section 3.5(c)) and, to the extent the Liens on that the ABL Priority Agent is granted adequate protection in the form of a Lien, the Notes Agent is permitted to seek a Lien (without objection from ABL Agent or any ABL Claimholder) on Collateral securing arising after the ABL Obligations are subordinated commencement of the Insolvency or pari passu Liquidation Proceeding (so long as, with the Liens on the respect to ABL Priority Collateral securing Collateral, such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral Lien is junior to the Liens securing such DIP Financing and any other Liens in favor of ABL Agent), (and all obligations relating thereto). The Term Collateral Agent, on behalf iii) the terms of the Term Secured Parties, and Cash Collateral use or the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree DIP Financing require that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Note Priority Collateral in favor of to secure such DIP Financing is subordinate to the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in securing the same order Note Obligations with respect thereto and manner as otherwise set forth herein(iv) or other claims under Section 363 the terms of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. The Notes Agent shall be granted Liens on the ABL Priority Collateral required to subordinate and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and, consistent with the preceding provisions of this Section 6.1, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above). Following ; provided, however, if the Discharge of Liens securing the DIP Financing rank junior to the Liens securing the ABL Obligations, the Notes Agent shall be required to subordinate its Liens in the ABL Priority Collateral Agent, to the Liens securing such DIP Financing. The Notes Agent on behalf of itself and the Notes Secured PartiesNote Claimholders, agrees that it will not raise no such Person shall provide to such Grantor any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect DIP Financing to the Third Priority extent that the Notes Agent or any Note Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of the ABL Agent. The ABL Agent on behalf of itself and the ABL Claimholders, agrees that no such Persons shall provide to such Grantor any DIP Financing to the extent that the ABL Agent or any ABL Claimholder would, in favor connection with such financing, be granted a Lien on the Note Priority Collateral senior to or pari passu with the Liens of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsAgent.

Finance and Sale Issues. (ia) Until the Discharge of ABL Super Priority Obligations has occurred, if the Company U.S. Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Super Priority Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Collateral Super Priority Agent or any other creditor has a Lien or to permit the Company U.S. Borrower or any other Grantor to obtain a financing, whether from the Super Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing, ”) then each of the Term Collateral Agent, on behalf of itself and the Term Secured PartiesIndenture Claimholders, and the Notes Collateral Second Priority Agent, on behalf of itself and the Notes Secured PartiesSecond Lien Claimholders, agree agrees that they (x) it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens so long as (i) such Cash Collateral use or DIP Financing is on commercially reasonable terms, (ii) the ABL Collateral Agent and the Indenture Claimholders and the Second Priority Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) (a) the DIP Financing does not compel the U.S. Borrower or any other Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (y) it will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Super Priority Agent or to the extent permitted by Section 3.5(c6.3)) and, to . To the extent the Liens on the ABL Priority Collateral securing the ABL Super Priority Obligations are subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP FinancingFinancing which meets the requirements of clauses (i) through (iii) above, each of the Term Collateral Agent and the Notes Collateral Second Priority Agent will subordinate their shall be deemed to have subordinated its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations Obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Revolving Credit Agent shall desire shall, acting in accordance with the Revolving Credit Agreement, agree to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Collateral Agent or any other creditor has a Lien has been granted to the Revolving Credit Agent pursuant to the Revolving Credit Loan Agreements or to permit the Company or any other Grantor to obtain a financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Collateral AgentTrustee, on behalf of itself each Secured Debt Representative and the Term each Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree Debt Claimholder each agrees that they it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) it is on commercially reasonable terms, (ii) the Collateral Trustee, each Secured Debt Representative and each Secured Debt Claimholder retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Shared Collateral, and (iii) the terms of cash collateral constituting ABL Priority the DIP Financing (a) do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (b) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the Revolving Credit Obligations are subordinated to the fact that or pari passu with such DIP Financing may be granted which meets the requirements of clauses (i) through (iii) above, the Collateral Trustee and each Secured Debt Representative will subordinate any Liens on in the ABL Priority Revolving Credit Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Revolving Credit Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to or contest (or join with or support any third party in objecting or contesting), and each Second Lien Claimholder shall be deemed to have consented to, such Cash Collateral use of cash collateral constituting ABL Priority or DIP Financing (including any proposed orders for such Cash Collateral or use and/or DIP Financing which are acceptable to the fact that First Lien Collateral Agent) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3); provided that (i) and, to the extent aggregate principal amount of the Liens on DIP Financing plus the ABL Priority Collateral securing aggregate outstanding principal amount of First Lien Obligations constituting Indebtedness for borrowed money plus the ABL Obligations are subordinated or pari passu with aggregate face amount of any letters of credit issued and not reimbursed under the Liens on First Lien Credit Agreement does not exceed the ABL Priority Collateral securing such DIP Financing, sum of (I) the Term First Lien Cap Amount and (II) $50,000,000 and (ii) the Second Lien Collateral Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral Agent will subordinate their Liens in use or the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto)that are materially prejudicial to their interests. The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Second Lien Collateral Agent, on behalf of itself and the Notes Secured Partieseach other Second Lien Claimholder, agree agrees that it will not provide or seek (or support any other Person that is not a First Lien Claimholder seeking) to provide DIP Financing to the Company or any other Grantor so long as the First Lien Collateral Agent or any other First Lien Claimholder shall desire to provide such DIP Financing; provided, however, in the event that no First Lien Claimholder desires to provide a DIP Financing, the First Lien Collateral Agent, on behalf of itself and each other First Lien Claimholder, reserves the right to object to the provision of any DIP Financing by any Second Lien Claimholder. (b) The Second Lien Collateral Agent on behalf of the Second Lien Claimholders agrees that it will not seek consultation rights in connection with, and it will raise any no objection or oppose oppose, a sale or other disposition motion to Dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale Disposition. The Second Lien Collateral Agent on behalf of the Second Lien Claimholders further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such Disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the requisite First Lien Claimholders have consented to such (i) retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the Disposition of such assets, in which event the Second Lien Claimholders will be deemed to have consented to the Disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code; provided that (i) the First Lien Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations and (ii) any proceeds in excess of those necessary for the Discharge of First Lien Obligations shall be applied in accordance with this Agreement and applicable law. (iic) Following Notwithstanding any other provision hereof to the Discharge contrary, the Second Lien Collateral Agent on its behalf and on behalf of ABL Obligations and until the Discharge Second Lien Claimholders, agrees that (i) without the consent of Term Obligations has occurredthe First Lien Claimholders, if none of the Company Second Lien Collateral Agent, the Second Lien Claimholders or any other Grantor shall be subject to agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (ii) without the Term consent of the First Lien Claimholders, none of the Second Lien Collateral Agent Agent, the Second Lien Claimholders or any agent or trustee on behalf of any of them shall desire for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, dispute or object to permit any valuation of the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured PartiesSubsidiary Guarantors or their respective assets, agrees that it will not raise or otherwise take any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds position with respect to the Third Priority Lien such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on the ABL Priority Collateral in favor grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsRestricted Assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which or proceeds thereof or to permit any Grantor to obtain financing, whether from the ABL Collateral Agent Claimholders or any other creditor has a Lien or to permit Person under Section 364 of the Company Bankruptcy Code or any other Grantor to obtain a similar Bankruptcy Law (“DIP Financing, ”) then the Term each Fixed Asset Collateral Agent, on behalf of itself and the Term Secured PartiesFixed Asset Claimholders represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL or DIP Financing so long as any Lien on the Fixed Asset Priority Collateral or to the fact that secure such DIP Financing may be granted is subordinate to the Lien of the Fixed Asset Collateral Agents with respect thereto; provided that the foregoing provisions of this Section 6.1(a) shall not prevent the Fixed Asset Claimholders from objecting to any provision in any DIP Financing or any ancillary agreements relating to any content of a plan of reorganization under any Insolvency or Liquidation Proceeding. To the extent the Liens on securing the ABL Obligations are subordinated to or pari passu with such DIP Financing meeting the requirements set forth in the prior sentence, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (iib) Following Until the Discharge of ABL Obligations and until the Discharge of Term Fixed Asset Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term any Fixed Asset Collateral Agent shall desire to permit the Company use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Fixed Asset Priority Collateral or proceeds thereof or to permit any other Grantor to obtain a DIP Financing, then the Notes each ABL Collateral Agent, on behalf of itself and the Notes Secured PartiesABL Claimholders represented by it, agrees that it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens so long as any Lien on the ABL Priority Collateral and will to secure such DIP Financing is subordinate to the Lien of the ABL Collateral Agents with respect thereto; provided that the foregoing provisions of this Section 6.1(b) shall not request adequate protection prevent the ABL Claimholders from objecting to any provision in any DIP Financing or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent ancillary agreements relating to any content of a plan of reorganization under any Insolvency or to the extent permitted by Section 3.5(c)) and, to Liquidation Proceeding. To the extent the Liens on the ABL Priority Collateral securing the Term Fixed Asset Obligations are subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP FinancingFinancing meeting the requirements set forth in the prior sentence, the Notes each ABL Collateral Agent will subordinate its Liens in the ABL Fixed Asset Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it ) and will not raise request adequate protection or any objection other relief in connection therewith (except as expressly agreed by the Designated Fixed Asset Collateral Agent or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under extent permitted by Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets6.3).

Finance and Sale Issues. (i) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of ABL Prior Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) representing Proceeds of such Subordinated Lien Collateral or to permit any Grantor to obtain financing, whether from the Prior Lien Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any other applicable provision of any other Bankruptcy Law (“DIP Financing”) secured at least in part by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such cash collateral constituting use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such cash collateral use or DIP Financing meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the following sentence, the respective priorities provided in Section 2.1, and (x) with respect to the Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien or that is senior to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on thereon of the ABL Claimholders, and no such cash collateral to be used constitutes ABL Priority Collateral, unless the ABL Claimholders have consented thereto or (y) with respect to the Subordinated Lien Collateral of the Term Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any Term Priority Collateral securing that is senior to or pari passu with the Liens thereon of the Term Claimholders, and no such cash collateral to be used constitutes Term Priority Collateral, unless the Term Claimholders have consented thereto, (ii) to the extent that the Prior Lien Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any motion by any Subordinated Lien Claimholder to receive such a Lien), (iii) the terms of such DIP Financing or use of cash collateral do not require any Grantor to propose a specific Plan of Reorganization, and (iv) the terms of such DIP Financing do not require such Subordinated Claimholders to extend any additional credit pursuant to such DIP Financing. If requested by the Prior Lien Agent, the Term Collateral each Subordinated Lien Agent and the Notes Collateral Agent applicable Subordinated Lien Claimholders shall be required to subordinate and will subordinate their its Liens in the ABL Priority its Subordinated Lien Collateral to the Liens thereon securing any such DIP Financing (and all obligations relating thereto, including any “carve-out” therefrom granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing rank pari passu with or senior to the Liens thereon securing the Prior Lien Obligations. The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, Each Subordinated Lien Agent on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority applicable Subordinated Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured PartiesClaimholders, agrees that it will raise no objection such Person shall provide to such use of cash collateral constituting ABL Priority Collateral Grantor any DIP Financing (or support any other Person in seeking to the fact that provide to any Grantor any such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or Financing) to the extent permitted by Section 3.5(c)) andthat any Subordinated Lien Claimholder would, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu in connection with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes be granted a Lien on any of its Subordinated Lien Collateral Agent will subordinate its Liens in the ABL Priority Collateral that would rank pari passu with or senior to the Liens thereon securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, Prior Lien Obligations unless the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Prior Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties Claimholders shall have consented to such sale or disposition of such assetsthereto.

Finance and Sale Issues. (i) Until the Discharge of ABL Credit Agreement Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Credit Agreement Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Credit Agreement Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the Credit Agreement Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Pari Tranche Collateral Agent, on behalf of itself and the Term Secured PartiesPari Tranche Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority or DIP Financing (including any proposed orders for such Cash Collateral or use and/or DIP Financing which are acceptable to the fact that Credit Agreement Agent) and to the extent the Liens securing the Credit Agreement Obligations are subordinated to or pari passu with such DIP Financing, the Pari Tranche Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Credit Agreement Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing; provided that, the Term Pari Tranche Collateral Agent and the Notes Pari Tranche Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. The Pari Tranche Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured PartiesPari Tranche Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not seek consultation rights in connection with, and it will raise any no objection or oppose a motion (or any related pleadings) to approve bid procedures in connection with a sale or other disposition of any ABL Priority Collateral, sell or otherwise dispose of any Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite Credit Agreement Claimholders have consented to such bid procedures, sale or disposition of such assets. (ii) Following , in which event the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall Pari Tranche Claimholders will be subject deemed to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or have consented to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject pursuant to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth hereinSection 363(f) or other claims under Section 363 of the Bankruptcy Code if and such motion does not impair the Term Secured Parties have consented to such sale or disposition rights of such assetsthe Pari Tranche Claimholders under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (ia) Until the Discharge of ABL Term Loan Obligations has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Directing Term Loan Collateral Agent shall desire to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code or any similar Debtor Relief Law) constituting Term Loan Priority Collateral or to permit any Obligor to obtain financing, whether from the Term Loan Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any similar Debtor Relief Law, that is (i) secured by Liens that are senior or pari passu with the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations and (ii) secured by Liens that are junior to the Liens on the ABL Priority Collateral on which securing the ABL Obligations or not secured by the ABL Priority Collateral Agent or any other creditor has (each a Lien or to permit the Company or any other Grantor to obtain a “Term Loan DIP Financing”), then the Term ABL Credit Agreement Collateral Agent, on behalf of itself and the Term Secured Partiesits Related Claimholders, agrees that it and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they its Related Claimholders will raise no objection to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or Term Loan DIP Financing (including any proposed orders for such Cash Collateral use and/or Term Loan DIP Financing which are acceptable to the Directing Term Loan Collateral Agent) and it and its Related Claimholders will be deemed to have consented to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or Term Loan DIP Financing (including such proposed orders), and to the fact that such DIP Financing may be granted extent the Liens on the ABL Term Loan Priority Collateral securing the Term Loan Obligations are subordinated to or pari passu with such Term Loan DIP Financing, the ABL Credit Agreement Collateral Agent will subordinate its Liens on the Term Loan Priority Collateral to the Liens securing such Term Loan DIP Financing (and all obligations relating thereto and any customary “carve-out” agreed to on behalf of the Term Loan Claimholders by the Directing Term Loan Collateral Agent) and to all adequate protection Liens granted to the Term Loan Claimholders on property of the type constituting Term Loan Priority Collateral on the same basis as the Liens securing the ABL Obligations are subordinated to the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Directing Term Loan Collateral Agent or to the extent permitted by Section 3.5(c6.3); provided that (i) the aggregate principal amount of Indebtedness for borrowed money under such DIP Financing plus the aggregate outstanding principal amount of Indebtedness for borrowed money under the Term Loan Financing Documents (which, for the avoidance of doubt, excludes any Term Loan Other Obligations) plus the aggregate face amount of any First Lien Letters of Credit (except any portion thereof that is no longer available for drawing as a result of any disbursement thereunder that has been reimbursed) does not exceed the Term Loan Cap Amount, (ii) the ABL Credit Agreement Collateral Agent and the other ABL Claimholders retain a Lien on the Collateral to secure the ABL Obligations, and, with respect to the ABL Priority Collateral only, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the ABL Credit Agreement Collateral Agent and the ABL Claimholders from objecting to any provision in any Term Loan DIP Financing (or such use of Cash Collateral, as applicable) (x) relating to any provision or content of a plan of reorganization or liquidation that is inconsistent with this Agreement or (y) requiring any Obligor to seek any approval for any plan of reorganization or liquidation that is inconsistent with the terms of this Agreement. (b) Until the Discharge of ABL Obligations has occurred, if any Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Credit Agreement Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code or any similar Debtor Relief Law) constituting ABL Priority Collateral or to permit any Obligor to obtain financing, whether from the ABL Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any similar Debtor Relief Law, that is (i) secured by Liens that are senior or pari passu with the Liens on the ABL Priority Collateral securing the ABL Obligations and (ii) secured by Liens that are junior to the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations or not secured by the Term Loan Priority Collateral (each a “ABL DIP Financing”), then each Term Loan Collateral Agent, on behalf of itself and its Related Claimholders, agrees that it and its Related Claimholders will raise no objection to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or ABL DIP Financing (including any proposed orders for such Cash Collateral use and/or ABL DIP Financing which are acceptable to the ABL Credit Agreement Collateral Agent) and it and its Related Claimholders will be deemed to have consented to such Cash Collateral use or ABL DIP Financing (including such proposed orders), and to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated to or pari passu with the Liens on the such ABL Priority Collateral securing such DIP Financing, the each Term Collateral Agent and the Notes Loan Collateral Agent will subordinate their its Liens in on the ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all obligations relating thereto). The Term Collateral Agent, thereto and any customary “carve-out” agreed to on behalf of the Term Secured Parties, and ABL Claimholders by the Notes ABL Credit Agreement Collateral Agent, on behalf of itself ) and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its to all adequate protection Liens (subject to attachment of proceeds with respect granted to the Second Priority Lien ABL Claimholders on the ABL Priority Collateral in favor property of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral type constituting ABL Priority Collateral or on the same basis as the Liens securing the Term Loan Obligations are subordinated to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral securing the ABL Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except, except as expressly, expressly agreed by the Term ABL Credit Agreement Collateral Agent or to the extent permitted by Section 3.5(c6.3); provided that (i) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing aggregate principal amount of Indebtedness for borrowed money under such DIP Financing plus the aggregate outstanding principal amount of Indebtedness for borrowed money under the ABL Financing Documents (which, for the avoidance of doubt, excludes any ABL Other Obligations) plus the aggregate face amount of any ABL Letters of Credit (except any portion thereof that is no longer available for drawing as a result of any disbursement thereunder that has been reimbursed) does not exceed the ABL Cap Amount, (ii) each Term Loan Collateral Agent and all obligations relating thereto). Following the Discharge of ABL other Term Loan Claimholders retain a Lien on the Collateral to secure the Term Loan Obligations, and, with respect to the Notes Term Loan Priority Collateral only, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (iii) the foregoing provisions of this Section 6.1(b) shall not prevent the Term Loan Collateral Agents and the Term Loan Claimholders from objecting to any provision in any ABL DIP Financing (or use of such Cash Collateral, as applicable) (x) relating to any provision or content of a plan of reorganization or liquidation that is inconsistent with this Agreement or (y) requiring any Obligor to seek any approval for any plan of reorganization or liquidation that is inconsistent with the terms of this Agreement. (c) Each Junior Collateral Agent, for itself and on behalf of the Notes Secured Partiesits Related Claimholders, agrees that it and its Related Claimholders will not seek consultation rights in connection with, and will raise any no objection or oppose or contest (or join with or support any third party objecting, opposing or contesting), a sale motion to sell, liquidate or other disposition otherwise Dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of which the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims Junior Claimholders have a Junior Lien under Section 363 of the Bankruptcy Code if the Term Secured Parties requisite Senior Claimholders have consented to such sale, liquidation or other Disposition; provided that (1) to the extent the net cash proceeds of such sale or disposition other Disposition are used to pay the principal amount of Indebtedness for borrowed money constituting Senior Obligations, or to reimburse disbursements under, or cash collateralize the face amount of, the Letters of Credit constituting Senior Obligations, the Liens of the Junior Claimholders shall attach to any remaining proceeds and (2) such assetsmotion does not impair the rights of the Junior Claimholders under Section 363(k) of the Bankruptcy Code; and provided, further, however, that the Junior Claimholders may assert any objection with respect to any proposed orders to retain professionals or set bid or related procedures in connection with such sale, liquidation or Disposition that may be raised by an unsecured creditor of the Obligors.

Finance and Sale Issues. (ia) Until the Discharge of ABL Senior Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any Senior Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such Senior Representative, such Senior Collateral Agent or any other creditor has a Lien Lien, or to permit the Company or any other Grantor to obtain a financing, whether from the Senior Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of itself each other Third Lien Claimholder represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Senior Representative) and to the Term Secured Partiesextent the Liens securing the Senior Obligations are subordinated to or pari passu with such DIP Financing and/or any “carve-out” agreed to by the Senior Representative, each Third Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and/or any “carve-out” agreed to by the Notes Senior Representative and each Third Lien Representative so long as (A) the Third Lien Collateral Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same relative priority with respect to the Liens of the Senior Collateral Agents as existed prior to the commencement of the Insolvency or Liquidation Proceeding but subject to any prior lien securing the DIP Financing permitted hereunder, (B) the Third Lien Collateral Agent receives a replacement Lien on post-petition assets to the same extent granted to the Senior Claimholders or usage of cash collateral, with the same relative priority with respect to the Liens of the Senior Collateral Agents as existed prior to the commencement of the Insolvency or Liquidation Proceeding but subject to any prior lien securing the DIP Financing permitted hereunder, (C) any such cash collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or related documentation or DIP Financing order or related documentation; provided that the inclusion of milestones related to the plan process shall not be deemed to compel the Company to seek a specific plan of reorganization, (D) such cash collateral order or related documentation or DIP Financing order or related documentation does not require the liquidation of any material portion of the Collateral prior to a default under such order or related documentation or any sale of any substantial portion of the Collateral to any particular person (it being agreed that the inclusion of termination events or milestones with respect to a sale pursuant to 363 of the Bankruptcy Code acceptable to the lenders under such DIP Financing shall not be deemed to constitute such a condition) and (E) the Liens securing such DIP Financing are at least pari passu to the Liens securing the First Lien Obligations; and each Third Lien Collateral Agent, for itself and on behalf of itself and the Notes Secured Partieseach other Third Lien Claimholder represented by it, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated Senior Representative or to the extent permitted by Section 3.5(c7.3). (b) and, No Third Lien Claimholder may provide DIP Financing to the extent the Company or any other Grantor secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing any Senior Obligations. If no Senior Claimholder offers to provide DIP Financing to the extent permitted under this Section 7.1 on or before the date of the hearing to approve DIP Financing, then a Third Lien Claimholder (or an Affiliate thereof) may seek to provide such DIP Financing secured by Liens junior to the Liens securing any Senior Obligations, and Senior Claimholders may object thereto; provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre- petition Third Lien Obligations. If one or more Senior Claimholders offer to provide DIP Financing to the extent permitted under this Section 7.1 on or before the date of the hearing to approve DIP Financing, then no Third Lien Claimholder may seek to provide DIP Financing, regardless of the priority of the Liens securing same. (a) The Third Lien Representative and all obligations relating thereto). The Term the Third Lien Collateral Agent, for itself and on behalf of the Term Secured Partieseach other Third Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite Senior Claimholders have consented to such sale sale, liquidation or other disposition. The Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets or (ii) the sale, liquidation or disposition of such assets. (ii, in which event the Third Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) Following of the Discharge Bankruptcy Code, so long as such order does not impair the rights of ABL Obligations and until the Discharge Third Lien Claimholders under Section 363(k) of Term Obligations has occurredthe Bankruptcy Code, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit terms of this Agreement; provided, that the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf net cash proceeds of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject are permanently applied to attachment of proceeds with respect to pay the Third Priority Lien on the ABL Priority Collateral in favor principal or face amount of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsSenior Obligations.

Finance and Sale Issues. (i) Until the Discharge of ABL Senior Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any Senior Lien Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such Senior Lien Representative, such Senior Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Company to obtain financing, whether from the Senior Lien Claimholders or any other Grantor Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, will not object to obtain a such Cash Collateral use or DIP Financing (including any proposed orders for either or both such Cash Collateral use and DIP Financing which are acceptable to any Senior Lien Representative) and to the extent the Liens securing the Senior Lien Obligations are subordinated to or pari passu with such DIP Financing, then each Junior Lien Collateral Agent will subordinate its Liens in the Term Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and the Term Secured Partieseach other Junior Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated Senior Lien Representative or to the extent permitted by Section 3.5(c6.3)) and, ; provided that the Junior Lien Representatives and the other Junior Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No Junior Lien Claimholder may provide DIP Financing to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated Company secured by Xxxxx equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing such DIP Financing (any Senior Lien Obligations. Each Junior Lien Representative and all obligations relating thereto). The Term each Junior Lien Collateral Agent, for itself and on behalf of the Term Secured Partieseach other Junior Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite Senior Lien Claimholders have consented to such sale sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. , in which event the Junior Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not materially impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that (iiA) Following without the Discharge consent of ABL Obligations and until the Discharge Senior Lien Claimholders, none of Term Obligations has occurredsuch Junior Lien Representative or such Junior Lien Collateral Agent, if the Company Junior Lien Claimholders represented by it or any other Grantor shall be subject to agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of the Company or their respective assets that allocates or ascribes any other Grantor value whatsoever to obtain a DIP Financingany of the Restricted Assets and (B) without the consent of the Senior Lien Claimholders, then the Notes none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or trustee on behalf of itself and the Notes Secured Partiesany of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral challenge, dispute or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection object, whether directly or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) andindirectly, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf any valuation of the Notes Secured PartiesCompany or its assets, agrees that it will not raise or otherwise take any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds position with respect to the Third Priority Lien such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on the ABL Priority Collateral in favor grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsRestricted Assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Revolving Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Revolving Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which the constitutes ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing from the Revolving Secured Parties under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing, insofar as its rights with respect to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent are affected, so long as (i) such Cash Collateral use or to the extent permitted by Section 3.5(c)) DIP Financing is on commercially reasonable terms and, to if required by applicable law, is approved by the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated Governmental Authority having jurisdiction over such Insolvency or pari passu with the Liens on the ABL Priority Collateral securing such DIP FinancingLiquidation Proceeding, (ii) the Term Collateral Agent and the Notes Term Secured Parties retain the right to object to any ancillary agreements or arrangements regarding such Cash Collateral use or DIP Financing that are materially prejudicial to their interests and (iii) such DIP Financing does not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Revolving Liens are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Term Collateral Agent will subordinate their its Term Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith with its rights as a holder of Liens on the ABL Collateral (except, except as expressly, expressly agreed by the Term Revolving Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit (or not object to) the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code or any similar Debtor Relief Law) on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit (or not object to) any Obligor to obtain financing, whether from the Company First Lien Claimholders or any other Grantor to obtain a Person, under Section 364 of the Bankruptcy Code or any similar Debtor Relief Law (“DIP Financing”), then the Term Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and the Term Secured Partiesits Related Second Lien Claimholders, agrees that it and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they its Related Second Lien Claimholders will raise no objection to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing (including such proposed orders), and to the fact that extent the Liens securing the First Lien Obligations are subordinated to or secured equally and ratably with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be (and all obligations relating thereto and any customary “carve-out” for professional and statutory fees agreed to on behalf of the First Lien Claimholders by the First Lien Collateral Agent) and to all adequate protection Liens granted Liens to the First Lien Claimholders on the ABL Priority Collateral same basis as the Liens securing the Second Lien Obligations are subordinated to the Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to ; provided that the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Second Lien Collateral Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the use of Cash Collateral Agent will subordinate their Liens or the DIP Financing that require a specific treatment of a claim in respect of the Second Lien Obligations for purposes of a plan of reorganization or similar dispositive restructuring plan. The Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, agrees that none of them shall offer to provide, administer, or syndicate any DIP Financing to any Obligor unless (i) the application of the proceeds of such DIP Financing would result in the ABL Priority Collateral Discharge of First Lien Obligations on the date any funds provided under such DIP Financing are first drawn, (ii) the provision of such DIP Financing is consented to by the Directing First Lien Representative, or (iii) (A) any Liens securing such DIP Financing are subordinated to the Liens securing the First Lien Obligations and (B) no First Lien Claimholder has offered (after being given the initial opportunity with a reasonable period of time to respond) to provide alternative DIP Financing prior to the Second Lien Claimholders’ offering to provide, administer, or syndicate such a junior DIP Financing. (b) The Second Lien Collateral Agent and all obligations relating thereto). The Term Collateral Agenteach Second Lien Representative, for itself and on behalf of the Term Secured Partiesits Related Second Lien Claimholders, agrees that it and its Related Second Lien Claimholders will not seek consultation rights in connection with, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any no objection or oppose or contest (or join with or support any third party objecting, opposing or contesting), a sale motion to sell, liquidate or other disposition otherwise Dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have First Lien Collateral Agent has consented to (or not objected to) such sale sale, liquidation or disposition of such assets. other Disposition; provided that (ii1) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on net cash proceeds of such sale or other Disposition are used to pay the ABL Priority Collateral securing principal amount of Indebtedness for borrowed money constituting First Lien Obligations, or to reimburse disbursements under, or cash collateralize the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financingface amount of, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge First Lien Letters of ABL Credit constituting First Lien Obligations, the Notes Collateral Agent, on behalf Liens of the Notes Secured Parties, agrees that it will Second Lien Claimholders shall attach to any remaining proceeds and (2) such motion does not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to impair the Third Priority Lien on the ABL Priority Collateral in favor rights of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims Second Lien Claimholders to credit bid under Section 363 363(k) of the Bankruptcy Code if (provided that the Term Secured Parties have consented to First Lien Obligations are paid in cash in full in connection with any such sale or disposition of such assetscredit bid by the Second Lien Claimholders).

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Directing First Lien Security Agent shall desire to permit the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien or to permit the Company Borrower or any other Grantor to obtain a financing, whether from the First Lien Secured Parties or any other entity, under Section 364 of the Bankruptcy Code or any similar Debtor Relief Law, that is secured by a Lien that is senior or pari passu with the Liens on the Collateral securing the First Lien Priority Obligations (each, a “First Lien DIP Financing”), then the Term Collateral each Second Lien Security Agent, on behalf of itself and the Term other Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will not oppose or raise no any objection to or contest (or join with or support any third party opposing, objecting or contesting) such use of cash collateral constituting ABL Priority Collateral or to the fact that the providers of such First Lien DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Directing First Lien Security Agent or to the extent permitted by Section 3.5(c3.4(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral each Second Lien Security Agent will subordinate their its Liens in the ABL Priority Collateral to the Liens securing such First Lien DIP Financing (and all interest and other obligations relating thereto). The Term , any “carve-out” from the Collateral for United States Trustee or professional fees agreed to by the First Lien Security Agent, and any adequate protection Liens granted to the First Lien Secured Parties; provided that (A) the aggregate principal amount of the First Lien DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations under the First Lien Documents plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Documents shall not exceed the First Lien Debt Cap and (B) (i) the Second Lien Security Agents and the other Second Lien Secured Parties retain a Lien on the Collateral to secure the Second Lien Priority Obligations, (ii) to the extent that the First Lien Security Agents are granted adequate protection in the form of a Lien on Collateral, the Second Lien Security Agents are permitted to seek a Lien (without objection from the First Lien Security Agent or any First Lien Secured Party) on such Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as such Lien is junior to the Liens securing and providing adequate protection for such First Lien DIP Financing and the First Lien Priority Obligations), (iii) the foregoing provisions of this Section 3.4(a) shall not prevent the Second Lien Security Agents and the Second Lien Secured Parties from objecting to any provision in any First Lien DIP Financing relating to any provision or content of a plan of reorganization or other plan of similar effect under any Debtor Relief Laws that are inconsistent with this Agreement, (iv) the terms of such First Lien DIP Financing or use of cash collateral do not require any Grantor to seek approval for any plan of reorganization or other plan of similar effect under any Debtor Relief Laws that is inconsistent with the terms of this Agreement, and (v) the foregoing provisions of this Section 3.4(a) shall not prevent the Second Lien Security Agents and the Second Lien Secured Parties from objecting to any provision in any First Lien DIP Financing or use of cash collateral to the extent such First Lien DIP Financing or use of cash collateral would expressly require the sale, liquidation, or disposition of all or any substantial part of the Collateral prior to a default under the First Lien DIP Financing or cash collateral order (other than a sale pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law in compliance with the terms of this Agreement) (it being understood that the foregoing limited right to object is neither a consent nor a veto right for the Second Lien Secured Parties in any manner or situation). (ii) Each Second Lien Security Agent, on behalf of the Term Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds Proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Second Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent Security Agents in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law, except for any objection or opposition to the proposed bidding or related sale procedures that could be asserted by any Second Lien Secured Party as an unsecured creditor in any such Insolvency or Liquidation Proceeding, if the ABL First Lien Secured Parties have consented to such sale or disposition of such assets. (ii) Following ; provided that the Discharge of ABL Obligations Second Lien Security Agents and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor Second Lien Secured Parties shall be subject entitled to any Insolvency or Liquidation Proceeding seek and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief exercise Second Lien Credit Bid Rights in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition respect of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsdisposition.

Finance and Sale Issues. (i) Until If the Discharge of ABL Obligations has occurred, if the Company Borrower or any other Grantor Credit Party shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent Trustee (acting at the direction of the Required Lenders) shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Collateral Agent Trustee or any other creditor First-Lien Secured Party has a Lien or to permit the Company Borrower or any other Grantor Credit Party to obtain a financing, whether from the First-Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Debtor Relief Laws (“DIP Financing”), then the Term Collateral AgentTrustee, on behalf of itself and the Term Secured Partieseach Eligible Commodity Hedging Counterparty, each Interest Rate Hedge Bank, and the Notes Collateral Agent, on behalf of itself and the Notes each other First-Lien Secured Parties, agree Party agrees that they it (a) will raise no objection to such to, nor support any other Person objecting to, the use of cash collateral constituting ABL Priority such Cash Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and Financing, (b) will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)c) and, to the extent the DIP Financing requires that the Liens on the ABL Priority Collateral securing the ABL Obligations are be subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, and/or any carve-out (to which the Term Collateral Agent and Trustee consents (acting at the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf direction of the Term Secured Parties, Required Lenders)) for the professional fees and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor expenses of the Term Collateral Agent Credit Parties and the Third Priority Lien on the ABL Priority Collateral any official committee of unsecured creditors appointed in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to any such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding will consent to such subordination or pari passu treatment, (d) agrees that notice received two calendar days prior to the entry of an interim order approving such usage of Cash Collateral or approving such DIP Financing shall be adequate notice and that notice received 15 calendar days prior to a hearing to approve such DIP Financing or use of Cash Collateral on a final basis shall be adequate; provided that (i) each First-Lien Secured Party retains the Term right to object to any ancillary agreements or ancillary arrangements regarding the Cash Collateral Agent shall desire use or the DIP Financing that are materially prejudicial to permit the Company their interests (unless such ancillary agreements or arrangements, including any other Grantor adequate protection orders, are equally materially prejudicial to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes all First-Lien Secured Parties, agrees that it will raise in which case there shall be no objection independent right of a First-Lien Secured Party to such use of cash collateral constituting ABL Priority Collateral or to object), (ii) the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and x) does not compel any Credit Party to seek confirmation of a specific plan of reorganization for which all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf or substantially all of the Notes material terms are set forth in the DIP Financing documentation or a related document, and (y) the DIP Financing document or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (iii) if any cash collateral order contemplates the liquidation of the Collateral, such order provides that the Liens of the Collateral Trustee (for the benefit of the First-Lien Secured Parties, agrees that it ) will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect attach to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition proceeds of such assetsliquidation equally and ratably.

Finance and Sale Issues. (ia) Until the Discharge of ABL First Priority Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Priority Collateral Agent Trustee shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Priority Collateral Agent Trustee or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP FinancingFINANCING”), then each of the Term Second Priority Collateral AgentTrustee and the Second Priority Indenture Trustee, each on behalf of itself and the other Second Priority Claimholders, agrees that it will not raise directly or indirectly (or support any other Person raising), and hereby waives any right, privilege, power or remedy to raise directly or indirectly, any objection to such Cash Collateral use or DIP Financing including any objection that DIP Financing grants Liens senior to the Liens securing the Second Priority Obligations or otherwise entitles the DIP Financing to payment prior to any payment to the Second Priority Claimholders; provided that the Second Priority Collateral Trustee, on behalf of itself and the Term Secured PartiesSecond Priority Claimholders retain the right, privilege and power to object to any such Cash Collateral use or DIP Financing solely on the Notes basis that more favorable financing terms are available to the Company at such time. The Second Priority Collateral AgentTrustee, on behalf of itself and the Notes Secured Partiesother Second Priority Claimholders, agree that they will raise no objection to such use of cash collateral constituting ABL Priority subordinate its Liens in the Collateral or to the fact that Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all obligations relating thereto) and will not request adequate protection Adequate Protection (as defined in Section 6.3) or any other relief in connection therewith (except, as expressly agreed by the ABL First Priority Collateral Agent Trustee or to the extent permitted by Section 3.5(c6.3). (b) and, to The Second Priority Indenture Trustee and the extent the Liens on the ABL Second Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP FinancingTrustee, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, each on behalf of itself and the Notes Secured Partiesother Second Priority Claimholders, each agree that it they will not raise contest (or support any objection other Person contesting), and do hereby waive any right, privilege, power and remedy to contest any sale of the Collateral that has been approved by the First Priority Indenture Trustee or oppose any of the other First Priority Claimholders, provided that (i) such sale is approved by a sale court of competent jurisdiction pursuant to Bankruptcy Law or other disposition applicable law and (ii) the Liens, if any, of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company Trustee or any other Grantor Second Priority Claimholder on such Collateral shall be attach to the proceeds, subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth relative priorities described herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c3.5(c)(Adequate Protection)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such First Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Second Lien Collateral AgentAgents, each on behalf of itself and each other applicable Second Lien Claimholder, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Term Secured Parties, and the Notes First Lien Collateral Agent, on behalf of itself ) and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, ; provided that the Second Lien Collateral Agents and the other Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No Second Lien Claimholder may provide DIP Financing to the extent the Company or any other Grantor secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing (secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and all obligations relating First Lien Claimholders may object thereto); provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. The Term Second Lien Collateral AgentAgents, on behalf of the Term Secured Parties, and the Notes Collateral Agent, each on behalf of itself and the Notes Secured Partieseach other applicable Second Lien Claimholder, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale sale, liquidation or other disposition. The Second Lien Collateral Agents, each on behalf of itself and each other applicable Second Lien Claimholder, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. (ii) Following , in which event the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall Second Lien Claimholders will be subject deemed to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such assetsorder does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (ia) Until the Discharge of ABL Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Revolving Credit Facility Collateral Agent or the other Revolving Credit Claimholders shall desire to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Current Asset Collateral on which the ABL Revolving Credit Facility Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Company Revolving Credit Claimholders or any other Grantor Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law or pursuant to obtain the order of a court of competent jurisdiction (“DIP Financing, ”) then each of the Term Loan Collateral Agent, on behalf of itself and the Term Secured PartiesLoan Claimholders, and the Notes Collateral AgentAdditional Pari Passu Debt Representative, on behalf of itself the Additional Pari Passu Claimholders, agrees that it will have been deemed to have consented to, and the Notes Secured Parties, agree that they will raise no objection (nor support any other Person objecting) to, such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) a judicial finding is made that it is on commercially reasonable terms, (ii) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations (other than Cash Management Obligations of the Revolving Credit Facility Borrowers and the Revolving Credit Facility Subsidiary Guarantors) does not exceed the sum of (I) the Revolving Credit Facility Cap Amount plus (II) $50,000,000, (iii) the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (iv) the terms of the DIP Financing (A) do not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (C) do not require that any Lien of the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative on the Fixed Asset Collateral be subordinated to or pari passu with the Lien on the Fixed Asset Collateral securing such use of cash collateral constituting ABL Priority DIP Financing. To the extent the Liens on the Current Asset Collateral securing the Revolving Credit Obligations are subordinated to or to pari passu with the fact that Liens securing such DIP Financing may be granted which meets the requirements of clauses (i) through (iv) of this Section 6.1(a), the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative will subordinate its Liens on the ABL Priority Current Asset Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) and to any adequate protection provided to the Revolving Credit Claimholders in respect of the Current Asset Collateral and to any “carve-out,” including for debtors’ professionals, agreed to by the Revolving Credit Facility Administrative Agent or the other Revolving Credit Claimholders and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Revolving Credit Facility Collateral Agent or to the extent permitted by Section 3.5(c6.3). (b) andUntil the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Loan Collateral Agent, the other Term Loan Claimholders, the applicable Additional Pari Passu Debt Representative or Additional Pari Passu Claimholders shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Fixed Asset Collateral on which the Term Loan Collateral Agent or applicable Additional Pari Passu Debt Representative has a Lien or to permit any Grantor to obtain DIP Financing, then the each of the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, the Term Loan Collateral Agent, on behalf of itself and the other Term Loan Claimholders, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Additional Pari Passu Claimholders, agrees that it will have been deemed to have consented to, and will raise no objection (nor support any other Person objecting) to, such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) a judicial finding is made that it is on commercially reasonable terms, (ii) the aggregate principal amount of the DIP Financing plus (A) the aggregate outstanding principal amount of Term Loan Obligations (other than the Term Loan Obligations in respect of Term Loan Hedging Agreements), plus (B) the aggregate outstanding principal amount of Additional Pari Passu Obligations (other than the Additional Pari Passu Obligations in respect of Additional Pari Passu Debt Hedging Agreements) does not exceed $1.45 billion, (iii) the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Current Asset Collateral, and (iv) the terms of the DIP Financing (A) do not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (C) do not require that any Lien of the Revolving Credit Facility Collateral Agent on the Current Asset Collateral be subordinated to or pari passu with the Lien on the Current Asset Collateral securing such DIP Financing. To the extent the Liens on the ABL Priority Fixed Asset Collateral securing the ABL Term Loan Obligations and the applicable Additional Pari Passu Obligations are subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP FinancingFinancing which meets the requirements of clauses (i) through (iv) of this Section 6.1(b), the Term Collateral Agent and the Notes Revolving Credit Facility Collateral Agent will subordinate their its Liens in on the ABL Priority Fixed Asset Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The ) and to any adequate protection provided to the Term Loan Claimholders or to Additional Pari Passu Claimholders in respect of the Fixed Asset Collateral and to any “carve-out,” including for debtors’ professionals, agreed to by the Term Loan Administrative Agent, on behalf of the other Term Secured PartiesLoan Claimholders, and the Notes Collateral Agent, on behalf of itself and Additional Pari Passu Debt Representative or the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral Additional Pari Passu Claimholders and will not request adequate protection or any other relief in connection therewith (except, as expressly, expressly agreed by the Term Loan Collateral Agent or the applicable Additional Pari Passu Debt Representative or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor Pledgor Party shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral (other than the Notes Separate Collateral) on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor Pledgor Party to obtain financing, whether from the First Lien Secured Parties or any other entity, under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will (a) raise no objection to such use of cash collateral constituting ABL Priority (other than the Notes Separate Collateral) or DIP Financing; provided (a) that the Second Lien Secured Parties are granted the right to seek adequate protection, and if such adequate protection is not granted, Second Lien Collateral Agent may object to such DIP Financing, or as permitted in Section 6.3 hereof, (b) agrees that notice received two calendar days prior to the fact that entry of an order approving such usage of such cash collateral or approving such financing shall be adequate notice, (c) with respect to any DIP Financing the Second Lien Collateral Agent and Second Lien Secured Parties may be granted Liens on object to any DIP Financing when the ABL Priority Collateral interest rate, advances rates, lending limits and will not request adequate protection or any other relief in connection therewith (exceptsublimits are not, as expressly agreed reasonably determined by the ABL First Lien Collateral Agent or to Agent, commercially reasonable under the extent permitted by Section 3.5(c)circumstances and (d) and, to the extent the Liens on the ABL Priority Collateral securing the ABL First Lien Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Second Lien Collateral Agent will subordinate their its Liens in the ABL Priority Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protection provided to the First Lien Collateral Agent or the First Lien Secured Parties or (z) any “carve-out” agreed by the First Lien Collateral Agent or First Lien Secured Parties. The Term Second Lien Collateral Agent, Agent on behalf of the Term Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection to or oppose a sale or other disposition of any ABL Priority Collateral (other than the Notes Separate Collateral) free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL First Lien Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding assets and the Term Second Lien Collateral Agent shall desire and each other Second Lien Secured Party will be deemed to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims have consented under Section 363 of the Bankruptcy Code if (and otherwise) to any sale supported by the Term First Lien Secured Parties and to have consented to such sale or disposition of released their Liens in such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Term Collateral Agent shall desire to permit the use of cash collateral constituting ABL TL Priority Collateral on which the ABL Term Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain financing, whether from the Term Secured Parties or any other entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Term ABL Collateral Agent, on behalf of itself and the Term ABL Secured Parties, Parties and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL TL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL TL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly expressly, agreed by the ABL Term Collateral Agent or to the extent permitted by Section 3.5(c2.5(c)) and, to the extent the Liens on the ABL TL Priority Collateral securing the ABL Term Obligations are subordinated or pari passu with the Liens on the ABL TL Priority Collateral securing such DIP Financing, the Term ABL Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term ABL Collateral Agent, on behalf of the Term ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it they will not raise any objection or oppose a sale or other disposition of any ABL TL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL TL Priority Collateral in favor of the Term ABL Collateral Agent and the Third Priority Lien on the ABL TL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Term Secured Parties have consented to such sale or disposition of such assets. (ii) . Following the Discharge of ABL Term Obligations and until the Discharge of Term ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term ABL Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL TL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL TL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term ABL Collateral Agent or to the extent permitted by Section 3.5(c2.5(c)) and, to the extent the Liens on the ABL TL Priority Collateral securing the Term ABL Obligations are subordinated or pari passu with the Liens on the ABL TL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Term Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL TL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL TL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term ABL Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Controlling Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral "Cash Collateral" (as such term is defined in Section 363(a) of the Bankruptcy Law), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Company First Lien Claimholders or any other Grantor to obtain Person under Section 364 of the Bankruptcy Law (a "DIP Financing"), then the Term each Subordinated Collateral Agent, on behalf of itself and the Term Secured Partiesrespective Subordinated Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such use of cash collateral constituting ABL Priority Cash Collateral or DIP Financing and, to the fact that extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Subordinated Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and; provided that, to for the extent benefit of the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Second Lien Collateral Agent and the Notes other Second Lien Claimholders only, (x) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of the First Lien Obligations does not exceed the Cap Amount, (y) the First Lien Collateral Agent will subordinate their or the other First Lien Claimholders do not oppose or object to such DIP Financing or such Liens securing the DIP Financing or such use of cash collateral or (z) the terms of such DIP Financing do not require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the ABL Priority effective date thereof); provided, further, that, notwithstanding anything to the contrary contained in this Agreement, the Second Lien Collateral Agent and other Second Lien Claimholders may object to such use of Cash Collateral or DIP Financing as unsecured creditors. No Subordinated Claimholder may provide DIP Financing to any Grantor secured by Xxxxx equal or senior in priority to the Liens securing the First Lien Obligations; provided that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then, without the consent of any First Lien Claimholder or the Third Lien Claimholder, a Second Lien Claimholder may seek to provide such DIP Financing (and all obligations relating thereto)secured by Xxxxx equal or senior in priority to the Liens securing any First Lien Obligations; provided, further, for the avoidance of doubt, a Second Lien Claimholder may at any time seek to provide DIP Financing secured by Liens equal or junior in priority to the Liens securing any Second Lien Obligations without the consent of any First Lien Claimholder or the Third Lien Claimholder. The Term Each Subordinated Collateral Agent, for itself and on behalf of the Term Secured Partiesrespective Subordinated Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection or oppose a sale motion to sell or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code Law if the ABL Secured Parties requisite Controlling Claimholders have consented to such sale or disposition of such assets. (ii, and such motion does not impair the rights of the Subordinated Claimholders under Section 363(k) Following of the Discharge of ABL Obligations and until Bankruptcy Law; provided that the Discharge of Term Obligations has occurred, if the Company or any other Grantor applicable Cap Amount shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or reduced by an amount equal to the fact that net cash proceeds of such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject which are used to attachment of proceeds with respect to pay the Third Priority Lien on the ABL Priority Collateral in favor principal or face amount of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsControlling Obligations.

Finance and Sale Issues. (i) Until the Discharge of ABL Senior Obligations has occurred, if the Company Borrower or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Senior Administra- tive Agent (acting at the direction of the “Required Lenders” as defined in the Senior Credit Agreement) shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bank- ruptcy Code or otherwise cash collateral constituting ABL Priority Collateral on hand by the applicable Obligor at the time of the commencement of the Insolvency or Liquidation Proceedings or cash receipts paid to it after the commencement of the Insolvency or Liquidation Proceeding), on which the ABL Collateral Senior Administrative Agent or any other creditor has a Lien or to permit the Company Borrower or any other Grantor Obligor to obtain a financing, whether from the Senior Claimholders or any other Person under Section 364 of the Bankruptcy Code, Section 11.2 of the CCAA, Section 50.6 of the BIA or any similar Bankruptcy Law (“DIP Financing”), then the Revolving and Term Collateral Loan Administrative Agent, on behalf of itself and the Revolving and Term Secured PartiesLoan Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection ob- jection to (and be deemed to have consented to) such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing and to the fact that extent the Liens securing the Senior Obligations are subordinated to or pari passu with such DIP Financing, the Revolving and Term Loan Administrative Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing may be granted (and all Obligations relating thereto), (y) any adequate protection Liens on pro- vided to the ABL Priority Collateral Senior Claimholders and (z) any “carve-out” for professional and United State Trustee fees agreed to by the Senior Claimholders (or any court-ordered Lien to which the Liens securing the Senior Obligations are subordinated) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Senior Administrative Agent (acting at the direction of the “Required Lenders” (as defined in the Senior Credit Agreement)) or to the extent permitted by Section 3.5(c6.3); provided that with respect to any DIP Financing which refinances or “rolls up” the Senior Obligations in full, participation in such DIP Financing shall be offered (which offer may take the form of participation in the original loan or sale on a secondary basis so long as such sale includes all of the fees received by an initial lender of such amount) andto the Revolving and Term Loan Claimholders who hold 2020 EMEA Term Loans (other than 2020 EMEA Term Loans) in a principal amount equal to the Pro Rata Offer Amount; provided, further, that to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Revolving and Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.Loan Claimholders who hold U.S. Loans

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Directing First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code or any similar Debtor Relief Law) on which the ABL First Lien Collateral Agent Agents or any other creditor has a Lien or to permit any Obligor to obtain financing, whether from the Company First Lien Claimholders or any other Grantor to obtain a Person, under Section 364 of the Bankruptcy Code or any similar Debtor Relief Law (“DIP Financing”), then the Term each Second Lien Collateral Agent, on behalf of itself and the Term Secured Partiesits Related Second Lien Claimholders, agrees that it and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they its Related Second Lien Claimholders will raise no objection to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing (including such proposed orders), and to the fact that extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be (and all obligations relating thereto and any customary “carve-out” agreed to on behalf of the First Lien Claimholders by the Directing First Lien Collateral Agent) and to all adequate protection Liens granted Liens to the First Lien Claimholders on the ABL Priority Collateral same basis as the Liens securing the Second Lien Obligations are subordinated to the Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Directing First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to ; provided that the extent the Liens on the ABL Priority Second Lien Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent Agents and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the use of Cash Collateral Agent will subordinate their Liens in or the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf that require a specific treatment of a claim in respect of the Term Secured Parties, and the Notes Collateral Agent, on behalf Second Lien Obligations for purposes of itself and the Notes Secured Parties, agree that it will not raise any objection a plan of reorganization or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assetssimilar dispositive restructuring plan. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such First Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Second Lien Collateral Agent, for itself and on behalf of itself and the Term Secured Partieseach other Second Lien Claimholder, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority or DIP Financing (including any proposed orders for such Cash Collateral or use and/or DIP Financing which are acceptable to the fact that First Lien Collateral Agent) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, . No Second Lien Claimholder may provide DIP Financing to the extent the a Borrower or other Grantor secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing any First Lien Obligations, provided that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing (secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and all obligations relating First Lien Claimholders may object thereto); provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. The Term Second Lien Collateral Agent, on behalf of the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not seek consultation rights in connection with, and it will raise any no objection or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale sale, liquidation or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto)disposition. Following the Discharge of ABL Obligations, the Notes The Second Lien Collateral Agent, on behalf of the Notes Secured PartiesSecond Lien Claimholders, further agrees that it will not raise directly or indirectly oppose or impede entry of any objection or oppose a sale order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties requisite First Lien Claimholders have consented to such sale (i) retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder, agrees that (A) without the consent of the First Lien Claimholders, none of the Second Lien Collateral Agent, the Second Lien Claimholders or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) without the consent of the First Lien Claimholders, none of the Second Lien Collateral Agent, the Second Lien Claimholders or any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise, challenge, dispute or object, whether directly or indirectly, to any valuation of any of the Grantors or their respective assets, or otherwise take any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL Revolver Obligations has occurred, if the Company or any other Grantor Grantors shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Revolver Agent shall desire shall, acting in accordance with the Revolver Agreement, agree to permit the use of cash collateral constituting ABL “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes Revolver Priority Collateral on which securing the ABL Collateral Agent or any other creditor has a Lien Revolver Obligations or to permit the Company Grantors to obtain financing, whether from the Revolver Lenders or any other Grantor to obtain a Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) to the extent such DIP Financing is secured solely by Liens on Revolver Priority Collateral, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Loan Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The each Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, Loan Lender each agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms, (ii) the Term Loan Agent and each Term Loan Lender retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Term Loan Priority Collateral, and (iii) the terms of cash collateral constituting ABL Priority the DIP Financing (A) do not compel the Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. The foregoing shall not prohibit the Term Loan Agent or any Term Loan Lender from objecting to the fact terms of any DIP Financing to the extent that such DIP Financing may is secured by a Lien senior or equal to the Lien of the Collateral Agent on any Term Loan Priority Collateral. (b) Until the Discharge of Term Loan Obligations has occurred, if the Grantors shall be granted Liens on the ABL Priority Collateral subject to any Insolvency Proceeding and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Loan Agent or shall, acting in accordance with the Term Loan Documents, agree to permit the extent permitted by use of “Cash Collateral” (as such term is defined in Section 3.5(c363(a) of the Bankruptcy Code)) and, to the extent the Liens on the ABL which constitutes Term Loan Priority Collateral securing the Term Loan Obligations are subordinated or pari passu with to permit the Liens on the ABL Priority Collateral securing such Grantors to obtain DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral Financing to the Liens securing extent such DIP Financing (is secured solely by Liens on Term Loan Priority Collateral, then the Revolver Agent and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, each Revolver Lender agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms, (ii) the Revolver Agent and each Revolver Lender retains the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Revolver Collateral, and 38 (iii) the terms of the DIP Financing (A) do not raise compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation. or Cash Collateral order, The foregoing shall not prohibit the Revolver Agent or any objection or oppose a sale or other disposition Revolver Lender from objecting to the terms of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect DIP Financing to the Third Priority extent that such DIP Financing is secured by a Lien on senior or equal to the ABL Priority Collateral in favor Lien of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetson any Revolver Priority Collateral.

Finance and Sale Issues. (ia) Until the Discharge of ABL Obligations First Priority Claims has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent holders of a majority in principal amount of the First Priority Claims shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which (as such term is defined in Section 363(a) of the ABL Collateral Agent or any other creditor has a Lien Bankruptcy Code) under Section 363(c) of the Bankruptcy Code (“Use of Cash Collateral”) or to permit an Obligor to obtain financing, whether from the Company First Priority Secured Parties, any other Person, or any other Grantor to obtain a combination thereof, under Section 364 of the Bankruptcy Code (“DIP Financing”), then each of the Term Second Priority Collateral Agent and the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the Term other Second Priority Secured Parties, and the Notes Collateral Agent2015 Trustee and each Additional Third Priority Representative, on behalf of itself themselves and the Notes other Third Priority Secured Parties, agree agrees that they it shall not be entitled to raise (and will raise no not raise), but instead shall be deemed to have otherwise irrevocably, absolutely, and unconditionally waived any right to raise, any objection to such use Use of cash collateral constituting ABL Priority Cash Collateral or to the fact that such DIP Financing may (and instead will be granted Liens on the ABL Priority deemed to have consented to such Use of Cash Collateral or DIP Financing) and shall not be entitled to request (and will not request request) adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Lender Agent or to the extent permitted by Section 3.5(c)6.3) and, to the extent the First Priority Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated junior in priority or pari passu with the Liens on the ABL Priority such Use of Cash Collateral securing or such DIP Financing, will maintain the Term Collateral Agent and the Notes Collateral Agent will subordinate their priority of its Liens in the ABL Collateral as junior in priority to such First Priority Liens on the same basis as the other Liens securing the Second Priority Claims or the Third Priority Claims, as the case may be, are junior in priority to First Priority Liens under this Agreement; provided, however, that either the 2010 Trustee or 2015 Trustee, on behalf of the Second Priority Secured Parties or the Third Priority Secured Parties, as the case may be, may object to such Use of Cash Collateral or DIP Financing if (i) the sum of (A) the cash collateral permitted to be used therein and (B) the aggregate principal amount of such DIP Financing exceeds $250,000,000 in the aggregate, or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties, as the case may be, are not permitted to retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the Bankruptcy Code (subject to the subordination of the Liens securing such DIP Financing (and all obligations relating theretoas described above). The Term Collateral AgentWithout limiting the other provisions of this Agreement, on behalf nothing in this Section 6.1(a) is intended to limit the ability of the Term First Priority Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and Secured Parties or the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale participate in, support, or disposition object to any Use of such assetsCash Collateral or DIP Financing that does not involve the Collateral. (iib) Following the Discharge of ABL Obligations First Priority Claims and until the Discharge of Term Obligations Second Priority Claims has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent holders of a majority in principal amount of the Second Priority Claims shall desire to permit the Company Use of Cash Collateral or any other Grantor to permit an Obligor to obtain a DIP Financing, then each of the Notes Third Priority Collateral Agent, the 2015 Trustee and each Additional Third Priority Representative, on behalf of itself themselves and the Notes other Third Priority Secured Parties, agrees that it shall not be entitled to raise (and will raise no not raise), but instead shall be deemed to have otherwise irrevocably, absolutely, and unconditionally waived any right to raise, any objection to such use Use of cash collateral constituting ABL Priority Cash Collateral or to the fact that such DIP Financing may (and instead will be granted Liens on the ABL Priority deemed to have consented to such Use of Cash Collateral or DIP Financing) and shall not be entitled to request (and will not request request) adequate protection or any other relief in connection therewith (except, except as expressly, expressly agreed by the Term Collateral Agent 2010 Trustee or to the extent permitted by Section 3.5(c)6.3) and, to the extent the Second Priority Liens on the ABL Priority Collateral securing the Term Obligations are subordinated junior in priority or pari passu with the Liens on the ABL Priority such Use of Cash Collateral securing or such DIP Financing, will maintain the Notes Collateral Agent will subordinate priority of its Liens in the ABL Collateral as junior in priority to such Second Priority Liens on the same basis as the other Liens securing the Third Priority Claims are junior in priority to Second Priority Liens under this Agreement; provided, however, that the 2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and the other Third Priority Secured Parties may object to such Use of Cash Collateral or DIP Financing if (i) the sum of (A) the cash collateral permitted to be used therein (together with any Use of Cash Collateral pursuant to Section 6.1(a) above) and (B) the aggregate principal amount of such DIP Financing (together with any outstanding DIP Financing obtained and cash collateral used pursuant to Section 6.1(a) above) exceeds $250,000,000 in the aggregate, or (ii) the Third Priority Secured Parties are not permitted to retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the Bankruptcy Code (subject to the subordination of the Liens securing such DIP Financing (and all obligations relating theretoas described above). Following Without limiting the other provisions of this Agreement, nothing in this Section 6.1(b) is intended to limit the ability of the Second Priority Secured Parties or Third Priority Secured Parties to participate in, support, or object to any Use of Cash Collateral or DIP Financing that does not involve the Collateral. (c) Until the Discharge of ABL ObligationsFirst Priority Claims has occurred, and unless 2010 Noteholders holding at least one-third of the principal amount of outstanding 2010 Notes direct such opposition by the 2010 Trustee or unless 2015 Third Priority Secured Parties holding at least one-third of the principal amount of outstanding Third Priority Claims direct such opposition by the 2015 Trustee and the other Additional Third Priority Representatives, the Notes Collateral AgentSecond Priority Secured Parties (unless the 2010 Trustee receives such direction by the requisite 2010 Noteholders) and the Third Priority Secured Parties (unless the 2015 Trustee and the other Additional Third Priority Representatives receive such direction by the requisite Third Priority Secured Parties), on behalf in any Insolvency Proceeding or otherwise, shall not be entitled to oppose (and shall not oppose) any sale or disposition of any assets of any of the Notes Obligors that is supported by First Priority Secured Parties, agrees that it will not raise any objection and the Second Priority Secured Parties or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on Secured Parties or both, as the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims case may be, will be deemed to have consented under Section 363 of the Bankruptcy Code if the Term to any sale supported by such First Priority Secured Parties and to have consented released their Liens in such assets so long as and to the extent that (i) the First Priority Secured Parties shall have likewise released their Liens and (ii) the First Priority Liens, the Second Priority Liens and the Third Priority Liens shall attach to the proceeds of any Collateral sold or disposed of in the priorities set forth herein. (d) Following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, and unless Third Priority Secured Parties holding at least one-third of the principal amount of outstanding Third Priority Claims direct such opposition by the 2015 Trustee and the other Additional Third Priority Representatives, the Third Priority Secured Parties, in any Insolvency Proceeding or otherwise, shall not be entitled to oppose (and shall not oppose) any sale or disposition of any assets of any of the Obligors that is supported by Second Priority Secured Parties holding 50% of the principal amount of the Second Priority Claims, and the Third Priority Secured Parties will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale supported by such assetsSecond Priority Secured Parties and to have released their Liens in such assets so long as and to the extent that (i) the Second Priority Secured Parties shall have likewise released their Liens and (ii) the Second Priority Liens and the Third Priority Liens shall attach to the proceeds of any Collateral sold or disposed of in the priorities set forth herein.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Directing First Lien Collateral Agent shall desire to permit (or not object to) the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code or any similar Debtor Relief Law) on which the ABL First Lien Collateral Agent Agents or any other creditor has a Lien or to permit (or not object to) any Obligor to obtain financing, whether from the Company First Lien Claimholders or any other Grantor to obtain a Person, under Section 364 of the Bankruptcy Code or any similar Debtor Relief Law (“DIP Financing”), then the Term then, each Second Lien Collateral Agent, on behalf of itself and the Term Secured Partiesits Related Second Lien Claimholders, agrees that it and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they its Related Second Lien Claimholders will raise no objection to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing (including such proposed orders), and to the fact that extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be (and all obligations relating thereto and any customary “carve-out” or administrative charge for professional and United States trustee fees agreed to on behalf of the First Lien Claimholders by the Directing First Lien Collateral Agent) and to all adequate protection Liens granted Liens to the First Lien Claimholders on the ABL Priority Collateral same basis as the Liens securing the Second Lien Obligations are subordinated to the Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Directing First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and; provided that the Second Lien Collateral Agents and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the use of Cash Collateral or the DIP Financing that require a specific treatment of a claim in respect of the Second Lien Obligations for purposes of a plan of reorganization or similar dispositive restructuring plan, solely with respect to such treatment and to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens not otherwise in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf violation of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assetsthis Agreement. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire shall, acting in accordance with the ABL Loan Documents, agree to permit the use of cash collateral constituting “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes ABL Priority First Lien Collateral on which securing the ABL Collateral Agent or any other creditor has a Lien Obligations or to permit the Company or any other Grantor Obligor to obtain a financing, whether from the ABL Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) to the extent such DIP Financing is secured solely by Liens on ABL First Lien Collateral, then the Term Loan Collateral Agent, on behalf of itself Agent and the each Term Loan Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree Party each agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms, (ii) the Term Loan Collateral Agent and each Term Loan Secured Party retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Term Loan First Lien Collateral, and (iii) the terms of the DIP Financing (A) do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, (C) if the ABL Secured Parties retain their Liens on the ABL Priority First Lien Collateral securing the ABL Obligations, the Term Loan Collateral Agent, for the ratable benefit of the Term Loan Secured Parties, shall retain an immediately junior Lien on the ABL First Lien Collateral (to the extent such ABL Collateral is Term Loan Collateral), and (D) to the extent that the ABL Collateral Agent is granted an adequate protection lien in connection with such DIP Financing or use of Cash Collateral that constitutes ABL First Lien Collateral, the Term Loan Secured Parties also receive an adequate protection lien on the ABL First Lien Collateral with the same relative priority as set forth in this Agreement. To the extent the Liens on the ABL First Lien Collateral securing the ABL Obligations are subordinated to or pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Term Loan Collateral Agent will subordinate any Liens in the ABL First Lien Collateral to the Liens securing such DIP Financing, any adequate protection liens granted to the ABL Secured Parties on the ABL First Lien Collateral, and any “carve out” in favor of fees and expenses of professionals retained by the debtor(s) or creditors’ committee and fees owing to the United States Trustee, as agreed to by the ABL Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)6.3) and, without affecting the subordination provided herein as to other ABL Obligations and Term Loan Obligations. The foregoing shall not prohibit the Term Loan Collateral Agent or any Term Loan Secured Party from objecting to the terms of any DIP Financing to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated that such DIP Financing is secured by a senior or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the any Term Collateral Agent and the Third Priority Loan First Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assetsCollateral. (iib) Following the Discharge of ABL Obligations and until Until the Discharge of Term Loan Obligations has occurred, if the Company or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the Term Loan Collateral Agent shall desire shall, acting in accordance with the Term Loan Documents, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes Term Loan First Lien Collateral securing the Term Loan Obligations or to permit the Company or any other Grantor Obligor to obtain a DIP FinancingFinancing to the extent such DIP Financing is secured solely by Liens on Term Loan First Lien Collateral and/or the Term Loan Exclusive Real Property, then the Notes ABL Collateral Agent, on behalf of itself Agent and the Notes each ABL Secured Parties, Party agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms, (ii) the ABL Collateral Agent and each ABL Secured Party retains the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the ABL Collateral, and (iii) the terms of cash collateral constituting the DIP Financing (A) do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, (C) if the Term Loan Secured Parties retain their Liens on the Term Loan First Lien Collateral securing the Term Loan Obligations, the ABL Priority Collateral or Agent for the ratable benefit of each ABL Secured Party shall retain an immediately junior Lien on the Term Loan First Lien Collateral (to the fact extent such Term Loan First Lien Collateral is ABL Collateral), and (D) to the extent that the Term Loan Collateral Agent is granted an adequate protection lien in connection with such DIP Financing may be granted or use of Cash Collateral that constitutes Term Loan First Lien Collateral, the ABL Secured Parties also receive an adequate protection lien on the Term Loan First Lien Collateral with the same relative priority as set forth in this Agreement. To the extent the Liens on the Term Loan First Lien Collateral securing the Term Loan Obligations are subordinated to or pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) through (iii) above, the ABL Priority Collateral Agent and each ABL Secured Party will subordinate any Liens in the Term Loan First Lien Collateral to the Liens securing such DIP Financing, any adequate protection liens granted to the Term Loan Secured Parties on the Term Loan First Lien Collateral, and any “carve out” in favor of fees and expenses of professionals retained by the debtor(s) or creditors’ committee and fees owing to the United States Trustee, as agreed to by the Term Loan Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly, expressly agreed by the Term Loan Collateral Agent or to the extent permitted by Section 3.5(c)6.3) and, without affecting the subordination provided herein as to other ABL Obligations and Term Loan Obligations. The foregoing shall not prohibit the ABL Collateral Agent or any ABL Secured Party from objecting to the terms of any DIP Financing to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated that such DIP Financing is secured by any senior or pari passu with the Liens Lien on the any ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing First Lien Collateral. (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes c) The Term Loan Collateral Agent, on behalf of the Notes Term Loan Secured Parties, agrees that it will not raise oppose, and hereby consents to (i) any objection sale consented to by the ABL Collateral Agent of any ABL First Lien Collateral pursuant to Section 363(f) of the Bankruptcy Code (or oppose a any similar provision under the law applicable to any Insolvency Proceeding); provided that the order approving such sale states that the Claimholders’ respective Liens shall attach to the proceeds of such sale with the same relative priority as set forth in this Agreement and (ii) any bid by the ABL Collateral Agent on behalf of the ABL Secured Parties with respect to then outstanding ABL Obligations in connection with any such sale or any other sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority First Lien Collateral. (d) The ABL Collateral in favor Agent agrees, on behalf of the Notes ABL Secured Parties, that it will not oppose, and hereby consents to (i) any sale consented to by the Term Loan Collateral Agent in the same order and manner as otherwise set forth hereinor any Term Loan Secured Party of any Term Loan First Lien Collateral pursuant to Section 363(f) or other claims under Section 363 of the Bankruptcy Code if (or any similar provision under the law applicable to any Insolvency Proceeding); provided that the order approving such sale states that the Claimholders’ respective Liens shall attach to the proceeds of such sale with the same relative priority as set forth in this Agreement and (ii) any bid by the Term Loan Collateral Agent or any Term Loan Secured Parties have consented Party with respect to then outstanding Term Loan Obligations in connection with any such sale or any other sale or other disposition of such assetsthe Term Loan First Lien Collateral.

Finance and Sale Issues. (i) Until The Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, hereby agrees that, until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which “Cash Collateral” (as such term is defined in Section 363(a) of the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral Bankruptcy Code) constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on permit any Grantor to obtain financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“ABL DIP Financing”) secured by a Lien on ABL Priority Collateral Collateral, then any First Lien Claimholder will not be entitled to raise (and will not request raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or ABL DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or any ABL DIP Financing meets the following requirements: (i) the First Lien Agents and the other relief in connection therewith First Lien Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (except, as expressly agreed by the ABL Collateral Agent or ii) to the extent permitted by Section 3.5(c)) and, to the extent the Liens on that the ABL Priority Collateral securing Agent is granted adequate protection in the form of a Lien, each First Lien Agent is permitted to seek a Lien (without objection from the ABL Obligations are subordinated Agent or pari passu any ABL Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with the Liens on the respect to ABL Priority Collateral securing Collateral, such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral Lien is junior to the Liens securing such ABL DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term ABL Agent), (iii) the terms of the Cash Collateral Agent and use or the Third Priority ABL DIP Financing require that any Lien on the ABL Notes Priority Collateral in favor to secure such ABL DIP Financing is subordinate to the Lien of each First Lien Agent securing the Notes Collateral Agent in First Lien Obligations with respect thereto and (iv) the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition terms of such assets. (ii) Following the Discharge ABL DIP Financing or use of ABL Obligations and until the Discharge Cash Collateral do not require any Grantor to seek approval for any Plan of Term Obligations has occurred, if the Company or any other Grantor Reorganization that is inconsistent with this Agreement. Each First Lien Agent shall be subject required to any Insolvency or Liquidation Proceeding subordinate and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all obligations relating thereto). Following , including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and to all adequate assurance Liens granted to the Discharge of ABL Obligations, the Notes Collateral Agent, Agent on behalf of the Notes Secured PartiesABL Claimholders and, agrees that it consistent with the preceding provisions of this Section 6.1, will not raise request adequate protection or any objection or oppose a sale or other disposition of any relief in connection therewith (except as expressly provided in clause (ii) above); provided, however, if the Liens securing the ABL Priority Collateral free and clear of DIP Financing rank junior to the Liens securing the ABL Obligations, each First Lien Agent shall be required to subordinate its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on in the ABL Priority Collateral in favor of to the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to Liens securing such sale or disposition of such assetsABL DIP Financing.

Finance and Sale Issues. (ia) Until the Discharge of ABL Super Priority Obligations has occurred, if the Company Borrowers or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Super Priority Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Collateral Super Priority Agent or any other creditor has a Lien or to permit the Company Borrowers or any other Grantor to obtain a financing, whether from the Super Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing, ”) then each of the Term Collateral Agent, on behalf of itself and the Term Secured PartiesIndenture Claimholders, and the Notes Collateral Second Priority Agent, on behalf of itself and the Notes Secured PartiesSecond Lien Claimholders, agree agrees that they (x) it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens so long as (i) such Cash Collateral use or DIP Financing is on commercially reasonable terms, (ii) the ABL Collateral Agent and the Indenture Claimholders and the Second Priority Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) (a) the DIP Financing does not compel the Borrowers to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (y) it will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Super Priority Agent or to the extent permitted by Section 3.5(c6.3)) and, to . To the extent the Liens on the ABL Priority Collateral securing the ABL Super Priority Obligations are subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP FinancingFinancing which meets the requirements of clauses (i) through (iii) above, each of the Term Collateral Agent and the Notes Collateral Second Priority Agent will subordinate their shall be deemed to have subordinated its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations Obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company applicable Borrower or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (a “DIP Financing, ”) then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority or DIP Financing; provided, that (a) the Second Lien Collateral Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or to the fact that arrangements regarding such Cash Collateral use or such DIP Financing may be granted that are materially prejudicial to their interests, (b) such DIP Financing does not compel the applicable Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (c) the documentation for such DIP Financing or Cash Collateral use does not expressly require the liquidation of the Collateral prior to a default under such documentation. To the extent the Liens on securing the ABL Priority First Lien Obligations are subordinated to or pari passu with a DIP Financing which meets the requirements of clauses (a) through (c) above, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Senior Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any Senior Lien Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such Senior Lien Representative, such Senior Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Company to obtain financing, whether from the Senior Lien Claimholders or any other Grantor Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, will not object to obtain a such Cash Collateral use or DIP Financing (including any proposed orders for either or both such Cash Collateral use and DIP Financing which are acceptable to any Senior Lien Representative) and to the extent the Liens securing the Senior Lien Obligations are subordinated to or pari passu with such DIP Financing, then each Junior Lien Collateral Agent will subordinate its Liens in the Term Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of itself and the Term Secured Partieseach other Junior Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated Senior Lien Representative or to the extent permitted by Section 3.5(c6.3)) and, ; provided that the Junior Lien Representatives and the other Junior Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No Junior Lien Claimholder may provide DIP Financing to the extent the Company secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing such DIP Financing (any Senior Lien Obligations. Each Junior Lien Representative and all obligations relating thereto). The Term each Junior Lien Collateral Agent, for itself and on behalf of the Term Secured Partieseach other Junior Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite Senior Lien Claimholders have consented to such sale sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. , in which event the Junior Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not materially impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that (iiA) Following without the Discharge consent of ABL Obligations and until the Discharge Senior Lien Claimholders, none of Term Obligations has occurredsuch Junior Lien Representative or such Junior Lien Collateral Agent, if the Company Junior Lien Claimholders represented by it or any other Grantor shall be subject to agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of the Company or their respective assets that allocates or ascribes any other Grantor value whatsoever to obtain a DIP Financingany of the Restricted Assets and (B) without the consent of the Senior Lien Claimholders, then the Notes none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or trustee on behalf of itself and the Notes Secured Partiesany of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral challenge, dispute or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection object, whether directly or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) andindirectly, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf any valuation of the Notes Secured PartiesCompany or its assets, agrees that it will not raise or otherwise take any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds position with respect to the Third Priority Lien such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on the ABL Priority Collateral in favor grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsRestricted Assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Revolving Credit Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Collateral Revolving Credit Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Company Revolving Credit Claimholders or any other Grantor to obtain a Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing, ”) then the Term Collateral Agent, on behalf of itself and the Term Secured PartiesNote Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) it is acceptable to the fact court presiding over such Insolvency or Liquidation Proceeding, (ii) the Collateral Agent and the Note Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Note Primary Collateral in a manner inconsistent with the terms of this Agreement, (iii) the terms of the DIP Financing (a) 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 a related document, (b) do not expressly require the liquidation of any material portion of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order (exclusive of any slow moving, obsolete, damaged or surplus Collateral), and (c) any Lien on the Note Primary Collateral to secure such DIP Financing may be granted is subordinate to the Lien of the Collateral Agent with respect thereto, and (iv) the amount of such DIP Financing together with the amount of the Revolving Credit Obligations does not exceed the Maximum Revolving Credit Debt Amount. To the extent the Liens on securing the ABL Priority Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Revolving Credit Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company Borrower or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other entity under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a "DIP Financing"), then the Term Second Lien Collateral Agent, for itself and on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and subject to the Notes Collateral Agentproviso at the end of this sentence, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c)6.3) and, to the extent the Liens on the ABL Priority Collateral securing the ABL First Lien Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Second Lien Collateral Agent and Agent, subject to the Notes Collateral Agent proviso at the end of this sentence, will subordinate their its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations Obligations relating thereto); provided that no DIP Financing from the First Lien Claimholders or any other Person that exceeds the Priority Cap in effect immediately prior to the commencement of such Insolvency or Liquidation Proceeding shall be permitted without the Second Lien Claimholders' consent. The Term Second Lien Collateral Agent, for itself and on behalf of the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties First Lien Claimholders have consented to such sale or disposition of such assets. (ii) Following . For avoidance of doubt, compliance with the Discharge Priority Cap is determined by calculating, at any time of ABL Obligations and until determination, the Discharge sum of Term Obligations has occurredoutstanding pre-petition loans under the First Lien Credit Agreement, if plus the Company available amount pre-petition letters of credit issued under the First Lien Credit Agreement, plus the outstanding post-petition loans under any DIP Financing provided by the First Lien Claimholders or any other Grantor shall be subject to Person, plus the available amount of post-petition letters of credit issued under any Insolvency or Liquidation Proceeding and DIP Financing provided by the Term Collateral Agent shall desire to permit the Company First Lien Claimholders or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsPerson.

Finance and Sale Issues. (ia) Until the Discharge of ABL First Lien Priority Obligations has occurred, if the Company or any other Grantor shall be become subject to a case under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code (or any Insolvency comparable provision of any Bankruptcy Law) or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which under Section 363 of the ABL Collateral Agent Bankruptcy Code (or any other creditor has a Lien or to permit the Company or comparable provision of any other Grantor to obtain a DIP FinancingBankruptcy Law), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, agrees that it will raise no objection, and will deemed to have consented, to any such DIP Financing or to the Notes Liens on the Collateral securing the same (“DIP Financing Liens”), or to any use of cash collateral that constitutes Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless: (i) the First Lien Claimholders or the First Lien Collateral Agent shall oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral, (ii) such DIP Financing Liens are neither senior to, nor rank pari passu with, the Liens securing First Lien Obligations upon any Collateral or property of the estate in such Insolvency or Liquidation Proceeding, (iii) the aggregate principal amount of any such DIP Financing plus the amount of other First Lien Obligations exceeds the First Lien Cap, (iv) the proposed cash collateral use or DIP Financing documentation compels any such Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or DIP Financing documentation, (v) any cash collateral order or DIP Financing documentation expressly requires the liquidation of the Collateral or sale of all or substantially all of the Collateral prior to a default under the cash collateral order or DIP Financing documentation, (vi) any such DIP Financing is not subject to the terms of this Agreement, and (vii) the interest rate, fees and advance rates of any such DIP Financing are not commercially reasonable under the circumstances To the extent such DIP Financing Liens are senior to, or rank pari passu with, the Liens securing First Lien Priority Obligations, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Claimholders, subordinate the Liens on such Collateral to the Liens on such Collateral securing First Lien Priority Obligations and the DIP Financing Liens on the same terms as set forth in this Agreement, so long as the Second Lien Claimholders retain Liens on all of the Collateral to the extent legally entitled thereto, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding to the extent legally entitled thereto, with the same priority, relative to the Liens of the First Lien Claimholders as existed prior to the commencement of the case under the Bankruptcy Code. (b) The Second Lien Collateral Agent, on behalf of itself and the Notes Secured Partiesother Second Lien Claimholders, agree agrees that they it will raise no objection or oppose, or support any Person in objecting or opposing, a motion to such use sell or otherwise dispose of cash collateral constituting ABL Priority any Collateral (or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection any portion thereof) under Section 363 or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 provision of the Bankruptcy Code if the ABL Secured Parties requisite percentage or number of First Lien Claimholders (or the First Lien Collateral Agent on their behalf), in accordance with the applicable First Lien Documents, have consented to such sale or disposition of such assets.assets (as certified by the First Lien Collateral Agent in writing to the Second Lien Collateral Agent), and the Liens securing the Second Lien Obligations attach to the proceeds of such sale or disposition (iic) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to In any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company Second Lien Claimholders (or any other of them) shall have the non-exclusive right to offer to provide (i) a DIP Financing to the Grantors (or any of them) so long as such DIP Financing provides for, and results in, the Discharge of First Lien Obligations on the closing date of such DIP Financing or (ii) a DIP Financing to the Grantors (or any of them) so long as (A) the Liens on all Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Collateral) securing such DIP Financing are junior and subordinate in priority in all respects to the Liens securing the First Lien Priority Obligations, (B) the aggregate principal amount of DIP Financing plus the outstanding principal amount of Second Lien Obligations does not exceed the Second Lien Junior DIP Cap, (C) the DIP Financing documentation does not compel any such Grantor to obtain seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation, (D) the DIP Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under the DIP Financing documentation and (E) the DIP Financing is subject to the terms of this Agreement. Nothing contained herein shall be deemed to limit the rights of any First Lien Claimholder to object to a DIP Financing, then Financing or the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsgrounds.

Finance and Sale Issues. (ia) Until the Discharge of ABL Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Revolving Credit Collateral Agent shall desire shall, acting in accordance with the Revolving Credit Agreement, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash collateral constituting ABL proceeds of any Term Priority Lien Collateral or Subordinated Lien Collateral, in each case, on which a Lien has been granted to the ABL Revolving Credit Collateral Agent pursuant to the Revolving Credit Loan Documents or any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other creditor has a Lien or to permit Person under Section 364 of the Company Bankruptcy Code or any other Grantor to obtain a similar Bankruptcy Law (“DIP Financing”), provided that, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of indebtedness constituting borrowed money under the Revolving Credit Agreement plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Cap Amount and the DIP Financing Cap, then the each Term Collateral Agent, on behalf of itself Priority Lien Claimholder and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree each Subordinated Lien Claimholder agrees that they it (i) will raise no objection to or contest such Cash Collateral use or DIP Financing so long as the Term Priority Lien Claimholders and Subordinated Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their perfected interests in the Term Priority Lien Collateral or Subordinated Lien Collateral, as applicable and (ii) will not support any other Person objecting to such use of cash collateral constituting ABL Priority Cash Collateral or DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to the fact that or pari passu with such DIP Financing may be granted which meets the requirements above, the Collateral Trustee will subordinate any Liens on in the ABL Priority Revolving Credit Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.as

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they (1) it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing, (2) to the fact that extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to (x) the Liens securing such DIP Financing may be granted (and all Obligations relating thereto), (y) any adequate protection Liens on provided to the ABL Priority First Lien Secured Parties, the First Lien Collateral Agent, or the First Lien Lenders, and (z) any “carve-out” for professional fees and fees payable under 28 U.S.C. §1930(a)(7) agreed to by the First Lien Collateral Agent, and (3) it will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or except to the extent permitted by in Section 3.5(c)6.3; provided that the foregoing shall not prevent the Second Lien Secured Parties from (i) and, objecting to any DIP Financing relating to any provision or content of a plan of reorganization or (ii) proposing any other DIP Financing to the extent Company in any Insolvency or Liquidation Proceeding so long as such DIP Financing does not impair the Liens on rights of the ABL Priority First Lien Collateral securing Agent, the ABL First Lien Secured Parties, or the First Lien Lenders other than with respect to the superpriority lien status of any liens granted to the DIP Financing lender; provided further that (a)(1) the aggregate principal amount of the DIP Financing plus (2) the aggregate outstanding principal amount of the loans outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents in the case of clause (a)(2) after giving effect to the incurrence of such DIP Financing and the application of proceeds thereof, does not exceed the Cap Amount plus $30,000,000 (it being understood that any “roll-up” of the First Lien Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing into any DIP Financing shall not be considered part of such DIP Financing, ) and the Term Second Lien Collateral Agent and the Notes Second Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. The Second Lien Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection or oppose a sale motion to sell or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL requisite First Lien Secured Parties have consented to such sale or disposition of such assets. (ii) Following , and such motion does not impair the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf rights of the Notes Second Lien Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims Parties under Section 363 363(k) of the Bankruptcy Code if and is otherwise undertaken in compliance with the Term Secured Parties have consented to such sale or disposition of such assetsBankruptcy Code.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company Borrower or any other Grantor to obtain financing, whether from the First Lien Secured Parties or any other person under Section 363 or Section 364 of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law (each, a “DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term other Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c)6.03) and, to the extent the Liens on the ABL Priority Collateral securing the ABL First Lien Obligations are subordinated to or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Second Lien Collateral Agent will subordinate their its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Second Lien Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, Agent on behalf of itself and the Notes other Second Lien Secured Parties, agree agrees that it will not raise any no objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code (or any comparable provision of any other Bankruptcy Law) if the ABL First Lien Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire shall, acting in accordance with the ABL Agreement, agree to permit the use of cash collateral constituting “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes ABL Priority Collateral on which securing the ABL Collateral Agent or any other creditor has a Lien Obligations or to permit the Company or any other Grantor to obtain a financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) to the extent such DIP Financing is secured solely by Liens on ABL Collateral, then the Term Collateral AgentTrustee, on behalf of itself each Secured Debt Representative and the Term each Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree Debt Claimholder each agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms, (ii) the Collateral Trustee, each Secured Debt Representative and each Secured Debt Claimholder retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Shared Collateral, and (iii) the terms of the DIP Financing (A) do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (C) if the ABL Claimholders retain their Liens on the ABL Priority Collateral securing the ABL Obligations, the Collateral Trustee and each Secured Debt Representative, for the ratable benefit of the Secured Debt Claimholders, shall retain an immediately junior Lien on the ABL Collateral. To the extent the Liens on the ABL Collateral securing the ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Collateral Trustee and each Secured Debt Representative will subordinate any Liens in the ABL Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and. The foregoing shall not prohibit the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder from objecting to the terms of any DIP Financing to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing that such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise is secured by any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assetsShared Collateral. (iib) Following Until the Discharge of ABL Obligations and until the Discharge of Term Secured Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire Trustee shall, acting in accordance with the Secured Debt Documents, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes Shared Collateral securing the Secured Obligations or to permit the Company or any other Grantor to obtain a DIP FinancingFinancing to the extent such DIP Financing is secured solely by Liens on Shared Collateral, then the Notes Collateral Agent, on behalf of itself ABL Agent and the Notes Secured Parties, each ABL Claimholder agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms, (ii) the ABL Agent and each ABL Claimholder retains the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the ABL Collateral, and (iii) the terms of cash collateral constituting the DIP Financing (A) do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (C) if the Secured Debt Claimholders retain their Liens on the Shared Collateral securing the Secured Obligations, the ABL Priority Agent for the ratable benefit of each ABL Claimholder shall retain an immediately junior Lien on the Shared Collateral. To the extent the Liens on the Shared Collateral securing the Shared Obligations are subordinated to or to the fact that pari passu with such DIP Financing may be granted Liens on which meets the requirements of clauses (i) through (iii) above, the ABL Priority Agent and each ABL Claimholder will subordinate any Liens in the Shared Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly, expressly agreed by the Term Collateral Agent Trustee or to the extent permitted by Section 3.5(c6.3)) and, . The foregoing shall not prohibit the ABL Agent or any ABL Claimholder from objecting to the terms of any DIP Financing to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing that such DIP Financing is secured by any ABL Collateral. (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes c) The Collateral AgentTrustee, on behalf of the Notes Secured Parties, Debt Representatives and the Secured Debt Claimholders agrees that it will not raise oppose, and hereby consents to (i) any objection sale consented to by the ABL Agent of any ABL Collateral pursuant to Section 363(f) of the Bankruptcy Code (or oppose a any similar provision under the law applicable to any Insolvency or Liquidation Proceeding) and (ii) any bid by the ABL Agent on behalf of the ABL Claimholders with respect to then outstanding ABL Obligations in connection with any such sale or any other sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor Collateral. (d) The ABL Agent agrees, on behalf of the Notes ABL Claimholders, that it will not oppose, and hereby consents to (i) any sale consented to by the Collateral Agent in the same order and manner as otherwise set forth hereinTrustee, any Secured Debt Representative or any Secured Debt Claimholder of any Shared Collateral pursuant to Section 363(f) or other claims under Section 363 of the Bankruptcy Code if (or any similar provision under the Term law applicable to any Insolvency or Liquidation Proceeding) and (ii) any bid by the Collateral Trustee, any such Secured Parties have consented Debt Representative or any Secured Debt Claimholder with respect to then outstanding Secured Obligations in connection with any such sale or any other sale or other disposition of such assetsthe Shared Collateral.

Finance and Sale Issues. (ia) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any First Lien Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Company or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing and/or any “carve-out” agreed to by the First Lien Representative, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and/or any “carve-out” agreed to by the First Lien Representative so long as (A) such Second Lien Collateral Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same relative priority with respect to the Liens of the First Lien Collateral Agents as existed prior to the commencement of the Insolvency or Liquidation Proceeding but subject to any prior lien securing the DIP Financing permitted hereunder, (B) such Second Lien Collateral Agent receives a replacement Lien on post-petition assets to the same extent granted to the First Lien Secured Parties or usage of cash collateral, with the same relative priority with respect to the Liens of the First Lien Collateral Agents as existed prior to the commencement of the Insolvency or Liquidation Proceeding but subject to any prior lien securing the DIP Financing permitted hereunder, (C) the aggregate principal amount of loans and letter of credit accommodations outstanding under such DIP Financing, then together with the Term aggregate principal amount of the pre- petition First Lien Obligations (other than any such First Lien Obligations consisting of (x) Hedging Obligations, (y) costs, expenses, indemnities and other liabilities arising under the First Lien Documents and (z) accrued, unpaid interest, fees and premium accruing in respect of or attributable to the aggregate principal amount of the First Lien Obligations, including, without limitation, any Post-Petition Interest and any interest that is capitalized and added to principal) shall not exceed the First Lien Cap Amount, (D) any such cash collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or related documentation or DIP Financing order or related documentation; provided that the inclusion of milestones related to the plan process shall not be deemed to compel the Company to seek a specific plan of reorganization, (E) such cash collateral order or related documentation or DIP Financing order or related documentation does not require the liquidation of any material portion of the Collateral prior to a default under such order or related documentation or any sale of any substantial portion of the Collateral to any particular person (it being agreed that the inclusion of termination events or milestones with respect to a sale pursuant to 363 of the Bankruptcy Code acceptable to the lenders under such DIP Financing shall not be deemed to constitute such a condition) and (F) the Liens securing such DIP Financing are at least pari passu to the Liens securing the First Lien Obligations; and each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of itself and the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated First Lien Representative or to the extent permitted by Section 3.5(c6.3). (b) and, No Second Lien Claimholder may provide DIP Financing to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated Company or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens any other Grantor secured by Xxxxx equal or senior in the ABL Priority Collateral priority to the Liens securing any First Lien Obligations. If no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder (or an Affiliate thereof) may seek to provide such DIP Financing secured by Liens junior in priority to the Liens securing any First Lien Obligations, and First Lien Claimholders may object thereto; provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. If one or more First Lien Claimholders offer to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then no Second Lien Claimholder may seek to provide DIP Financing, regardless of the priority of the Liens securing same. (c) Each Second Lien Representative and all obligations relating thereto). The Term each Second Lien Collateral Agent, for itself and on behalf of the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. (ii, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) Following of the Discharge Bankruptcy Code, so long as such order does not impair the rights of ABL Obligations and until the Discharge Second Lien Claimholders under Section 363(k) of Term Obligations has occurredthe Bankruptcy Code, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit terms of this Agreement; provided, that the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf net cash proceeds of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject are permanently applied to attachment of proceeds with respect to pay the Third Priority Lien on the ABL Priority Collateral in favor principal or face amount of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsFirst Lien Obligations.

Finance and Sale Issues. (ia) Until the Discharge of ABL First Priority Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Priority Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Priority Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Second Priority Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Priority Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to or contest (or join with or support any third party in objecting or contesting), and each Second Priority Claimholder shall be deemed to have consented to, such Cash Collateral use of cash collateral constituting ABL or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Priority Collateral or Agent) and to the fact that extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such DIP Financing, the Second Priority Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL First Priority Collateral Agent or to the extent permitted by Section 3.5(c6.3); provided that (i) and, to the extent aggregate principal amount of the Liens on DIP Financing plus the ABL aggregate outstanding principal amount of First Priority Collateral securing Obligations constituting Indebtedness for borrowed money plus the ABL Obligations are subordinated or pari passu with aggregate face amount of any letters of credit issued and not reimbursed under the Liens on First Priority Credit Agreement does not exceed 115% of the ABL First Priority Collateral securing such DIP Financing, Cap Amount and (ii) the Term Second Priority Collateral Agent and the Notes Second Priority Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral Agent will subordinate their Liens in use or the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto)that are materially prejudicial to their interests. The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Second Priority Collateral Agent, on behalf of itself and the Notes each other Second Priority Secured PartiesParty, agree agrees that it will not raise provide or seek (or support any objection other Person that is not a First Priority Claimholder seeking) to provide DIP Financing to the Company or oppose any other Grantor so long as the First Priority Collateral Agent or any other First Priority Claimholder shall actively seek to provide such DIP Financing; provided, however, in the event that no First Priority Claimholder is actively seeking to provide a sale or DIP Financing, the First Priority Collateral Agent, on behalf of itself and each other disposition First Priority Claimholder, reserves the right to object to the provision of any ABL DIP Financing by any Second Priority Secured Party. (b) The Second Priority Collateral free and clear Agent on behalf of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Secured Parties agrees that it will not seek consultation rights in connection with, and it will raise no objection or oppose, a motion to Dispose of Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Priority Claimholders have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Disposition. The Second Priority Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Second Priority Secured Parties, Parties further agrees that it will not raise directly or indirectly oppose or impede entry of any objection order in connection with such Disposition, including orders to retain professionals or oppose a set bid procedures in connection with such sale, liquidation or disposition if the requisite First Priority Claimholders have consented to such (i) retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) Disposition of such assets, in which event the Second Priority Secured Parties will be deemed to have consented to the Disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Second Priority Claimholders under Section 363(k) of the Bankruptcy Code; provided that (i) the First Priority Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal of loans or face amount of letters of credit constituting the First Priority Obligations under the First Priority Credit Agreement and (ii) any ABL proceeds in excess of those necessary for the Discharge of First Priority Collateral free Obligations shall be applied in accordance with this Agreement and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsapplicable law.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing and to the fact that extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3); provided that, the use of Cash Collateral and the DIP Financing do not modify the terms of this Agreement and that the foregoing shall not prevent the Second Lien Claimholders from (i) and, objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or (ii) proposing any other DIP Financing to the extent Company in any Insolvency or Liquidation Proceeding; provided, further that the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Second Lien Collateral Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. The Second Lien Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection or oppose a sale motion to sell or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale or disposition of such assets. (ii) Following , and such motion does not impair the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf rights of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Second Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims Claimholders under Section 363 363(k) of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsCode.

Finance and Sale Issues. (i) Until the Discharge of ABL Term Obligations has occurred, if the Company Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Term Agent shall desire to (i) permit or otherwise consent to the use of cash collateral constituting ABL Term Priority Collateral on which the ABL Collateral Term Agent or any other creditor has a Lien under Section 363 or any similar Bankruptcy Law (the “Term Cash Collateral”) or (ii) provide or consent to permit any Term Lender providing the Company Parent or any other Grantor to obtain financing under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing under this clause (ii) and as used in Section 3.5(a)(ii), a “DIP Financing”; as used solely in this clause (ii), “Term DIP Financing”), then the Term Collateral ABL Agent, on behalf of itself and the Term other ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such use of cash collateral constituting ABL Term Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Term Priority Collateral and will not request adequate protection or any other relief in connection therewith with respect to the Term Priority Collateral (except, except as expressly agreed by the ABL Collateral Term Agent or to the extent permitted by Section 3.5(c2.5(c)) and, to the extent the Liens on the ABL Term Priority Collateral securing the ABL Term Obligations are subordinated or pari passu with the Liens on the ABL Term Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral ABL Agent will subordinate their its Liens in the ABL Term Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto), in each case, so long as (A) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (B) the ABL Agent retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding, subordinated to the Liens securing such DIP Financing, (C) the ABL Agent receives a replacement Lien on post-petition assets to the same extent granted to the Term Secured Parties providing the DIP Financing, which Lien will be subordinated to the Liens securing the Term Obligations and such Term DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Term Priority Collateral securing the ABL Obligations are so subordinated to the Term Obligations under this Agreement, (D) the aggregate principal amount of loans outstanding under such Term DIP Financing, together with the aggregate principal amount of loans outstanding under the Term Documents, does not exceed the Maximum Term Obligations, and (E) such DIP Financing is subject to the terms of this Intercreditor Agreement. The If Term Agent or any one or more of the Term Lenders offer to provide, and are prepared to provide, DIP Financing that meets the requirements set forth in clauses (A) through (E) above, ABL Secured Parties shall not provide or offer to provide any DIP Financing secured by a Lien on the Term Priority Collateral senior or pari passu with the Liens on the Term Priority Collateral securing the Term Obligations, without the prior written consent of Term Agent. If the Term Agent has consented to the sale or other disposition of Term Priority Collateral free and clear of its Lien, then the ABL Agent, on behalf of the Term ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Term Priority Collateral free and clear of its Liens (subject to attachment of proceeds Proceeds with respect to the Second Priority Lien on the ABL Term Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented Code, and will consent to such sale or disposition of other disposition, except for any objection or opposition that could be asserted by any ABL Secured Party as an unsecured creditor in any such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP FinancingProceeding, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until The Senior Secured Notes Agent, on behalf of the Senior Secured Note Claimholders, hereby agrees that, until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Facility Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which “Cash Collateral” (as such term is defined in Section 363(a) of the ABL Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral Bankruptcy Code) constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on permit any Grantor to obtain financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL Priority Collateral Collateral, then any Senior Secured Note Claimholder will not be entitled to raise (and will not request raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or DIP Financing (including, except as expressly provided below, that the Senior Secured Note Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or any DIP Financing meets the following requirements: (i) the Senior Secured Notes Agent and the other relief in connection therewith Senior Secured Note Claimholders retain a Lien on the Collateral and, with respect to the Senior Secured Notes Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (except, as expressly agreed by ii) to the extent that the ABL Facility Collateral Agent is granted adequate protection in the form of a Lien, the Senior Secured Notes Agent is permitted to seek a Lien (without objection from the ABL Facility Collateral Agent or any ABL Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing Collateral, such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral Lien is junior to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term ABL Facility Collateral Agent and Agent), (iii) the Third Priority terms of the Cash Collateral use or the DIP Financing require that any Lien on the ABL Senior Secured Notes Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that secure such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or is subordinate to the extent permitted by Section 3.5(c)) and, to Lien of the extent the Liens on the ABL Priority Collateral Senior Secured Notes Agent securing the Term Senior Secured Note Obligations are subordinated or pari passu with respect thereto and (iv) the Liens on the ABL Priority Collateral securing terms of such DIP Financing, the Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. The Senior Secured Notes Collateral Agent shall be required to subordinate and will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and, consistent with the preceding provisions of this Section 6.1, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above). Following ; provided, however, if the Discharge of Liens securing the DIP Financing rank junior to the Liens securing the ABL Obligations, the Senior Secured Notes Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing. The Senior Secured Notes Agent, on behalf of itself and the Senior Secured Note Claimholders, agrees that no such Person shall provide to such Grantor any DIP Financing to the extent that the Senior Secured Notes Agent or any Senior Secured Note Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of the ABL Facility Collateral Agent. The ABL Facility Collateral Agent, on behalf of itself and the Notes Secured PartiesABL Claimholders, agrees that it will not raise no such Persons shall provide to such Grantor any objection DIP Financing to the extent that the ABL Facility Collateral Agent or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds Claimholder would, in connection with respect to the Third Priority such financing, be granted a Lien on the ABL Senior Secured Notes Priority Collateral in favor senior to or pari passu with the Liens of the Senior Secured Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsAgent.

Finance and Sale Issues. (i) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of ABL Prior Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders' Subordinated Lien Collateral Agent shall desire to permit the use of "cash collateral" (as such term is defined in Section 363(a) of the Bankruptcy Code) representing Proceeds of such Subordinated Lien Collateral or to permit any Grantor to obtain financing, whether from the Prior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law ("DIP Financing") secured by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), but instead shall be deemed to have consented to, and hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such cash collateral constituting use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such cash collateral use or DIP Financing meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the following sentence, the respective priorities provided in Section 2.1, and (x) with respect to Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any ABL Priority Collateral on which and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the ABL Claimholders have consented thereto or (y) with respect to Subordinated Lien Collateral of the Term Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any Term Priority Collateral and no such cash collateral to be used constitutes Proceeds of Term Priority Collateral unless the Term Claimholders have consented thereto, (ii) to the extent that the Prior Lien Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any other creditor has motion by any Subordinated Lien Claimholder to receive such a Lien Lien), (iii) the terms of such DIP Financing or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization and (iv) the fact that terms of such DIP Financing may do not require such Subordinated Claimholders to extend additional credit pursuant to such DIP Financing (it being understood and agreed that the DIP Financing and cash collateral use contemplated under the DIP ABL Loan Agreement and DIP Term Loan Agreement shall be granted Liens on deemed to meet each of the ABL Priority Collateral foregoing requirements in subclauses (i) through (iv)). If requested by the Prior Lien Agent, each Subordinated Lien Agent and Subordinated Lien Claimholders shall be required to subordinate and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their its Liens in the ABL Priority its Subordinated Lien Collateral to the Liens securing any such DIP Financing (and all obligations relating thereto, including any "carve-out" granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors' committee). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, Each Subordinated Lien Agent on behalf of itself and the Notes Secured Partiesapplicable Subordinated Lien Claimholders, agree agrees that it will not raise no such Person shall provide to such Grantor any objection DIP Financing (or oppose support any other Person in seeking to provide to any Grantor any such DIP Financing) to the extent that any Subordinated Lien Claimholder would, in connection with such financing, be granted a sale or other disposition of Lien on any ABL Priority Collateral free and clear of its Liens Subordinated Lien Collateral unless the Prior Lien Claimholders shall have consented thereto (subject it being understood that the Prior Lien Claimholders shall be deemed to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until Liens granted to secure the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on contemplated under the DIP ABL Priority Collateral Loan Agreement and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the DIP Term Collateral Agent or to the extent permitted by Section 3.5(cLoan Agreement)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company or any other ABL Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral or proceeds thereof on which the such ABL Collateral Agent or any other creditor has a Lien Lien, or to permit any ABL Grantor to obtain financing, whether from the Company ABL Claimholders or any other Grantor to obtain a Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, will be deemed to have consented to, will not object to, nor support any other Person objecting to, such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Term Secured Parties, and the Notes ABL Collateral Agent, ) and to the extent the Liens on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting any ABL Priority Collateral securing the ABL Obligations are subordinated to or pari passu with such DIP Financing, the Term Loan Collateral Agent will subordinate its Liens in such ABL Priority Collateral to the fact that Liens securing such DIP Financing may be granted Liens on (and all Obligations relating thereto), to any adequate protection provided to the ABL Priority Collateral Claimholders and to any “carve-out” for trustees’ fees and allowed professional’s fees, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c6.3); provided that (A) and, nothing herein shall restrict the rights of Term Loan Collateral Agent or the other Term Loan Claimholders to object to any Cash Collateral use or DIP Financing to the same extent the as such objections could be raised by a creditor whose claims are not secured by Liens on the ABL Priority Collateral, so long as such objections are not in contravention of the express provisions of this Agreement (other than this Section 6.1), (B) such DIP Financing provides that the Liens granted to any Person in any ABL Priority Collateral securing in connection with such DIP Financing are subject to this Agreement, (C) such DIP Financing provides that the ABL Obligations are subordinated or pari passu with the Liens Claimholders retain a Lien on the ABL Priority Collateral securing (including proceeds thereof) with the same priority relative to the Liens of the Term Loan Claimholders as existed prior to such Insolvency or Liquidation Proceeding, (D) the interest rate, fees, advance rates, lending limits, and sublimits are commercially reasonable under the circumstances and (E) the terms of such DIP Financing, Financing do not compel the Term Collateral Agent ABL Grantor to seek confirmation of a specific plan of reorganization and do not require the Notes Collateral Agent will subordinate their Liens in liquidation of the ABL Priority Collateral prior to a default under the DIP Financing, it being understood and agreed, however, that the DIP Financing may require that a plan of reorganization or that a motion for the sale of substantially all of the assets of such ABL Grantor(s) outside of a plan of reorganization acceptable to the ABL Claimholders must be filed by a date certain. No Term Loan Claimholder (unless such Term Loan Claimholder is also an ABL Claimholder, but, for the avoidance of doubt, only in its capacity as an ABL Claimholder) may provide, participate in, or join with any Person to provide, DIP Financing to the ABL Grantor secured by Liens on ABL Priority Collateral equal or senior in priority to the Liens securing such DIP Financing (and all obligations relating thereto)any ABL Obligations. The Term Loan Collateral Agent, on behalf Table of the Term Secured Parties, and the Notes Collateral Contents Agent, on behalf of itself and the Notes Secured Partieseach other Term Loan Claimholder, agree agrees that it will not raise oppose any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its the Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral Loan Claimholders conducted in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under accordance with Section 363 of the Bankruptcy Code if (or any equivalent provisions in any other applicable jurisdictions) that has been consented to by the ABL Secured Parties Collateral Agent, and it (i) will be deemed to have consented to any such sale or disposition of such assets. sale, (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject will agree not to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief seek consultation rights in connection therewith and (except, as expressly, agreed by iii) shall not have the Term Collateral Agent or right to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims credit bid under Section 363 363(k) of the Bankruptcy Code if with respect to any such sale unless the cash portion of any such bid is sufficient to a cause a Discharge of the ABL Obligations. Subject to Section 3.1(c)(4), nothing in this Agreement shall in any way limit or affect the rights of the ABL Claimholders or the Term Secured Parties have consented Loan Claimholders to such sale or disposition of such assetsobject to any plan on any basis.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the any Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral First Lien Security Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL Collateral First Lien Security Agent or any other creditor has a Lien or to permit the any Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Term Collateral Second Lien Security Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL Priority Collateral or DIP Financing and to the fact that extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Security Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing may be granted Liens on the ABL Priority Collateral (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral First Lien Security Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing; provided that, the Term Collateral aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Credit Agreement does not exceed the Cap Amount and the Second Lien Security Agent and the Notes Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral Agent will subordinate their Liens in use or the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto)that are materially prejudicial to their interests. The Term Collateral Agent, Second Lien Security Agent on behalf of the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection or oppose a sale motion to sell or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale or disposition of such assets. (ii, and such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) Following of the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject Bankruptcy Code to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or credit bid under applicable non bankruptcy laws to the extent permitted by Section 3.5(c)) and, (and only to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing extent) that such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral credit bid includes a cash component at least equal to the Liens securing First Lien Obligations; provided, that the Cap Amount shall be reduced by an amount equal to the net cash proceeds of such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject which are used to attachment of proceeds with respect to pay the Third Priority Lien on the ABL Priority Collateral in favor principal or face amount of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsFirst Lien Obligations.

Finance and Sale Issues. (i) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of ABL Prior Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall desire to permit the use of “cash collateral constituting ABL Priority collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) representing Proceeds of such Subordinated Lien Collateral on which or to permit any Grantor to obtain financing, whether from the ABL Collateral Agent Prior Lien Claimholders or any other creditor has Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien or to permit the Company or any other Grantor to obtain a DIP Financingon such Subordinated Lien Collateral, then the Term Collateral Agentno Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), on behalf of itself but instead shall be deemed to have hereby irrevocably and the Term Secured Partiesabsolutely waived, any objection to, and the Notes Collateral Agentshall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such cash collateral use or to DIP Financing meets the fact that following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral securing any DIP Financing with, except as provided in the following sentence, the respective priorities provided in Section 2.1, and no such DIP Financing may shall be granted Liens secured by any Lien on the ABL Priority such Subordinated Lien Claimholders’ Prior Lien Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or that is senior to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens Lien thereon of such Subordinated Lien Claimholders, and (x) with respect to Subordinated Lien Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on the any ABL Priority Collateral securing and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the ABL Claimholders have consented thereto in accordance with the ABL Loan Agreement or (y) with respect to Subordinated Lien Collateral of the Term Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any Term Priority Collateral and no such cash collateral to be used constitutes Proceeds of Term Priority Collateral unless the Term Claimholders have consented thereto in accordance with the Term Documents, (ii) to the extent that the Prior Lien Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any motion by any Subordinated Lien Claimholder to receive such a Lien), (iii) the terms of such DIP Financing or use of cash collateral do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization and (iv) the terms of such DIP Financing do not require such Subordinated Claimholders to extend additional credit pursuant to such DIP Financing. If requested by the Prior Lien Agent, the Term Collateral each Subordinated Lien Agent and the Notes Collateral Agent Subordinated Lien Claimholders shall be required to subordinate and will subordinate their its Liens in the ABL Priority its Subordinated Lien Collateral to the Liens thereon securing any such DIP Financing (and all obligations relating thereto, including any reasonable “carve-out” therefrom granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee and bankruptcy court and U.S. trustee fees); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing rank pari passu with or senior to the Liens securing the Prior Lien Obligations. The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Each Subordinated Lien Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority applicable Subordinated Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured PartiesClaimholders, agrees that it will raise no objection such Person shall provide to such use of cash collateral constituting ABL Priority Collateral Grantor any DIP Financing (or support any other Person in seeking to the fact that provide to any Grantor any such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or Financing) to the extent permitted by Section 3.5(c)) andthat any Subordinated Lien Claimholder would, to the extent the Liens in connection with such financing, be granted a Lien on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to Subordinated Lien Collateral unless the Third Priority Prior Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties Claimholders shall have consented to such sale or disposition of such assetsthereto.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral First Lien Administrative Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL Collateral First Lien Administrative Agent or any other creditor has a Lien Lien, or to permit the Company any Grantor to obtain financing from one or more First Lien Secured Parties or any other Grantor to obtain Person, under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens so long as such cash collateral use or DIP Financing meets the following requirements: (a) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Loan Agreement does not exceed $925,000,000; (b) such cash collateral use or DIP Financing is on commercially reasonable terms; (c) the ABL Priority Second Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding the cash collateral use or the DIP Financing that are materially prejudicial to their interests; (d) the terms of the DIP Financing or cash collateral order do not compel the Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation, the cash collateral order or a related document; and (e) the DIP Financing documentation or cash collateral order does not expressly require the liquidation of the Collateral and will not request adequate protection prior to a default under the DIP Financing documentation or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to cash collateral order. To the extent the Liens on the ABL Priority Collateral securing the Term First Lien Obligations are subordinated to, or pari passu with the Liens secured on the ABL Priority Collateral securing an equal and ratable basis with, such DIP FinancingFinancing which meets the requirements of clauses (a) through (e) or such use of cash collateral which meets the requirements of clauses (b) through (e) of this Section 6.1, the Notes Second Lien Collateral Agent will subordinate its Liens in on the ABL Priority Collateral to the Liens securing such DIP Financing or use of cash collateral (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any First Lien Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) then each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, then each Second Lien Collateral Agent will subordinate its Liens in the Term Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of itself and the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated First Lien Representative or to the extent permitted by Section 3.5(c6.3)) and, ; provided that the Second Lien Representatives and the other Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No Second Lien Claimholder may provide DIP Financing to the extent the Company or any other Grantor secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing such DIP Financing (any First Lien Obligations. Each Second Lien Representative and all obligations relating thereto). The Term each Second Lien Collateral Agent, for itself and on behalf of the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. , in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that (iiA) Following without the Discharge consent of ABL Obligations and until the Discharge First Lien Claimholders, none of Term Obligations has occurredsuch Second Lien Representative or such Second Lien Collateral Agent, if the Company Second Lien Claimholders represented by it or any other Grantor shall be subject to agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) without the Term Collateral Agent shall desire to permit consent of the Company First Lien Claimholders, none of such Second Lien Representative or any other Grantor to obtain a DIP Financing, then the Notes such Second Lien Collateral Agent, the Second Lien Claimholders represented by it or any agent or trustee on behalf of itself and the Notes Secured Partiesany of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral dispute or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection object, whether directly or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) andindirectly, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge any valuation of ABL Obligations, the Notes Collateral Agent, on behalf any of the Notes Secured PartiesGrantors or their respective assets, agrees that it will not raise or otherwise take any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds position with respect to the Third Priority Lien such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on the ABL Priority Collateral in favor grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsRestricted Assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor Pledgor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor Pledgor to obtain financing, whether from the First Lien Secured Parties or any other entity, under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (each, a “DIP Financing”), then the Term Second Lien Collateral Agent, on behalf of itself and the Term Second Lien Secured Parties, agrees that, so long as the sum of (i) the maximum aggregate principal amount of Indebtedness that may be outstanding from time to time under such DIP Financing (including any such portion thereof that constitutes rollover of First Lien Loans and/or letters of credit under the First Lien Documents) plus, without duplication, (ii) the aggregate principal amount of notes and loans and the Notes Collateral Agentaggregate face amount of letters of credit issued but not reimbursed under the First Lien Documents does not exceed the sum of the Maximum First Lien Indebtedness Amount plus $50,000,000, on behalf of itself and the Notes Secured Parties, agree that they it (a) will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3), (b) and, agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice and (c) to the extent the Liens on the ABL Priority Collateral securing the ABL First Lien Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Second Lien Collateral Agent will subordinate their its Liens in the ABL Priority Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protection provided to the First Lien Collateral Agent or the First Lien Secured Parties or (z) any “carve-out” agreed by the First Lien Collateral Agent or First Lien Secured Parties. The Term Second Lien Collateral Agent, on behalf of the Term Second Lien Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any no objection to or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL First Lien Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding assets and the Term Second Lien Collateral Agent shall desire and each other Second Lien Secured Party will be deemed to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims have consented under Section 363 of the Bankruptcy Code if (and otherwise) to any sale supported by the Term First Lien Secured Parties and to have consented to such sale or disposition of released their Liens in such assets.

Finance and Sale Issues. (i) Until Prior to the Discharge occurrence of ABL Obligations has occurredthe Non-CPLV Lease Exercise Conditions, if the Company or any other Grantor Tenant shall be subject to any Insolvency or Liquidation Proceeding and the ABL any Tenant Financing Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such Tenant Financing Collateral Agent or any other creditor has a Lien Lien, or to permit Tenant to obtain financing, whether from the Company Tenant Financing Claimholders or any other Grantor to obtain a Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), in each case in a manner not inconsistent with the terms of this Agreement, then the Term Landlord will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to such Tenant Financing Collateral Agent), so long as Tenant Financing Collateral Agent is a Permitted Leasehold Mortgagee and so long as (a) any Liens on the Non-CPLV Lease Collateral securing such DIP Financing are subordinated to the Liens on the Non-CPLV Lease Collateral securing the Non-CPLV Lease Obligations in accordance with the terms of this Agreement and (b) no amounts owed by Tenant under such DIP Financing take priority over any claims under the Non-CPLV Lease that may arise prior to any rejection of the Non-CPLV Lease. Prior to the occurrence of the Non-CPLV Lease Exercise Conditions, Landlord shall not provide any DIP Financing to Tenant without the prior written consent of the Tenant Financing Collateral Agents so long as Tenant Financing Collateral Agent is a Permitted Leasehold Mortgagee. Landlord agrees that, unless the Non-CPLV Lease Exercise Conditions have occurred, it will (including, without limitation, in an Insolvency or Liquidation Proceeding) (i) not seek consultation rights in connection with, and will not object to or oppose, any sale, liquidation or other disposition of any assets of Tenant, including the Non-CPLV Lease Collateral, that is supported by the Tenant Financing Collateral Agents so long as Tenant Financing Collateral Agent is a Permitted Leasehold Mortgagee and (ii) be deemed to have consented to such sale, liquidation or other disposition, provided that (A) such sale, liquidation or other disposition shall be made pursuant to a Tenant Financing Permitted Action to the same Person who acquires Tenant’s Leasehold Estate (as defined in the Non-CPLV Lease) in accordance with the Non-CPLV Lease and the Person so acquiring the Non-CPLV Lease Collateral shall expressly acknowledge in writing that it is acquiring the Non-CPLV Lease Collateral subject to the continuing first priority lien of Landlord, and (B) notwithstanding any such sale, liquidation or other disposition, the Non-CPLV Lease Collateral shall remain subject to the continuing first priority lien of Landlord. Landlord further agrees that, unless the Non-CPLV Lease Exercise Conditions have occurred, it will not directly or indirectly oppose or impede any such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the Tenant Financing Collateral Agents are each a Permitted Leasehold Mortgagee and have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event Landlord will be deemed to have consented to the sale or disposition of Non-CPLV Lease Collateral, and provided that (A) such sale, liquidation or other disposition shall be made pursuant to a Tenant Financing Permitted Action to the same Person who acquires Tenant’s Leasehold Estate (as defined in the Non-CPLV Lease) in accordance with the Non-CPLV Lease and (B) notwithstanding any such sale, liquidation or other disposition, the Non-CPLV Lease Collateral shall remain subject to the continuing first priority lien of Landlord and the Person so acquiring the Non-CPLV Lease Collateral shall expressly acknowledge in writing that it is acquiring the Non-CPLV Lease Collateral subject to the lien of Landlord. No Tenant Financing Claimholder may participate, directly or indirectly, in, or support any other Person that is seeking approval of, any DIP Financing secured by Non-CPLV Lease Collateral unless (a) any Liens on the Non-CPLV Lease Collateral securing such DIP Financing are subordinated to the Liens on the Non-CPLV Lease Collateral securing the Non-CPLV Lease Obligations in accordance with the terms of this Agreement and (b) no amounts owed by Tenant under such DIP Financing take priority over any claims under the Non-CPLV Lease that may arise prior to any rejection of the Non-CPLV Lease. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, prior to the occurrence of the Non-CPLV Lease Exercise Conditions, neither Landlord nor Landlord Financing Lender may participate, directly or indirectly, in, or support any other Person that is seeking approval of, any DIP Financing secured by Tenant Financing Separate Collateral unless (a) any Liens on the Tenant Financing Separate Collateral securing such DIP Financing are subordinated to the Liens on the Tenant Financing Separate Collateral securing the Tenant Financing Obligations and (b) no amounts owed by Tenant under such DIP Financing take priority over any claims under the Tenant Financing Documents on Tenant Financing Separate Collateral. After the occurrence of the Non-CPLV Lease Exercise Conditions, each Tenant Financing Representative, on behalf of itself and the Term Secured PartiesTenant Financing Claimholders, (including, without limitation, in an Insolvency or Liquidation Proceeding) (i) shall not seek consultation rights in connection with, and shall not object to or oppose, any sale, liquidation or other disposition of any Non-CPLV Lease Collateral or Related Property, that is supported by the Notes Collateral AgentLandlord and (ii) shall be deemed to have consented to such sale, liquidation or other disposition. Each Tenant Financing Representative further agrees that, after the occurrence of the Non-CPLV Lease Exercise Condition, it will not directly or indirectly oppose or impede any such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the Landlord has consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event each Tenant Financing Representative, on behalf of itself and the Notes Secured PartiesXxxxxxx Financing Claimholders, agree that they agrees will raise no objection be deemed to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such the sale or disposition of such assetsNon-CPLV Lease Collateral. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until Prior to the Discharge occurrence of ABL Obligations has occurredthe CPLV Lease Exercise Conditions, if the Company or any other Grantor Tenant shall be subject to any Insolvency or Liquidation Proceeding and the ABL any Tenant Financing Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such Tenant Financing Collateral Agent or any other creditor has a Lien Lien, or to permit Tenant to obtain financing, whether from the Company Tenant Financing Claimholders or any other Grantor to obtain a Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), in each case in a manner not inconsistent with the terms of this Agreement, then the Term Landlord will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to such Tenant Financing Collateral Agent), so long as Tenant Financing Collateral Agent is a Permitted Leasehold Mortgagee and so long as (a) any Liens on the CPLV Lease Collateral securing such DIP Financing are subordinated to the Liens on the CPLV Lease Collateral securing the CPLV Lease Obligations in accordance with the terms of this Agreement and (b) no amounts owed by Tenant under such DIP Financing take priority over any claims under the CPLV Lease that may arise prior to any rejection of the CPLV Lease. Prior to the occurrence of the CPLV Lease Exercise Conditions, Landlord shall not provide any DIP Financing to Tenant without the prior written consent of the Tenant Financing Collateral Agents so long as Tenant Financing Collateral Agent is a Permitted Leasehold Mortgagee. Landlord agrees that, unless the CPLV Lease Exercise Conditions have occurred, it will (including, without limitation, in an Insolvency or Liquidation Proceeding) (i) not seek consultation rights in connection with, and will not object to or oppose, any sale, liquidation or other disposition of any assets of Tenant, including the CPLV Lease Collateral, that is supported by the Tenant Financing Collateral Agents so long as Tenant Financing Collateral Agent is a Permitted Leasehold Mortgagee and (ii) be deemed to have consented to such sale, liquidation or other disposition, provided that (A) such sale, liquidation or other disposition shall be made pursuant to a Tenant Financing Permitted Action to the same Person who acquires Tenant’s Leasehold Estate (as defined in the CPLV Lease) in accordance with the CPLV Lease and the Person so acquiring the CPLV Lease Collateral shall expressly acknowledge in writing that it is acquiring the CPLV Lease Collateral subject to the continuing first priority lien of Landlord, and (B) notwithstanding any such sale, liquidation or other disposition, the CPLV Lease Collateral shall remain subject to the continuing first priority lien of Landlord. Landlord further agrees that, unless the CPLV Lease Exercise Conditions have occurred, it will not directly or indirectly oppose or impede any such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the Tenant Financing Collateral Agents are each a Permitted Leasehold Mortgagee and have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event Landlord will be deemed to have consented to the sale or disposition of CPLV Lease Collateral, and provided that (A) such sale, liquidation or other disposition shall be made pursuant to a Tenant Financing Permitted Action to the same Person who acquires Tenant’s Leasehold Estate (as defined in the CPLV Lease) in accordance with the CPLV Lease and (B) notwithstanding any such sale, liquidation or other disposition, the CPLV Lease Collateral shall remain subject to the continuing first priority lien of Landlord and the Person so acquiring the CPLV Lease Collateral shall expressly acknowledge in writing that it is acquiring the CPLV Lease Collateral subject to the lien of Landlord. No Tenant Financing Claimholder may participate, directly or indirectly, in, or support any other Person that is seeking approval of, any DIP Financing secured by CPLV Lease Collateral unless (a) any Liens on the CPLV Lease Collateral securing such DIP Financing are subordinated to the Liens on the CPLV Lease Collateral securing the CPLV Lease Obligations in accordance with the terms of this Agreement and (b) no amounts owed by Tenant under such DIP Financing take priority over any claims under the CPLV Lease that may arise prior to any rejection of the CPLV Lease. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, prior to the occurrence of the CPLV Lease Exercise Conditions, neither Landlord nor Landlord Financing Lender may participate, directly or indirectly, in, or support any other Person that is seeking approval of, any DIP Financing secured by Tenant Financing Separate Collateral unless (a) any Liens on the Tenant Financing Separate Collateral securing such DIP Financing are subordinated to the Liens on the Tenant Financing Separate Collateral securing the Tenant Financing Obligations and (b) no amounts owed by Tenant under such DIP Financing take priority over any claims under the Tenant Financing Documents on Tenant Financing Separate Collateral. After the occurrence of the CPLV Lease Exercise Conditions, each Tenant Financing Representative, on behalf of itself and the Term Secured PartiesTenant Financing Claimholders, (including, without limitation, in an Insolvency or Liquidation Proceeding) (i) shall not seek consultation rights in connection with, and shall not object to or oppose, any sale, liquidation or other disposition of any CPLV Lease Collateral or Related Property, that is supported by the Notes Collateral AgentLandlord and (ii) shall be deemed to have consented to such sale, liquidation or other disposition. Each Tenant Financing Representative further agrees that, after the occurrence of the CPLV Lease Exercise Condition, it will not directly or indirectly oppose or impede any such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the Landlord has consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event each Tenant Financing Representative, on behalf of itself and the Notes Secured PartiesXxxxxxx Financing Claimholders, agree that they agrees will raise no objection be deemed to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such the sale or disposition of such assetsCPLV Lease Collateral. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company Holdings or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the use of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which or proceeds thereof or to permit any Grantor to obtain financing, whether from the ABL Collateral Agent Claimholders or any other creditor has a Lien or to permit Person under Section 364 of the Company Bankruptcy Code or any other Grantor to obtain a similar Bankruptcy Law (“DIP Financing, ”) then the Term each Fixed Asset Collateral Agent, on behalf of itself and the Term Secured PartiesFixed Asset Claimholders represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use of cash collateral constituting ABL or DIP Financing so long as any Lien on the Fixed Asset Priority Collateral or to the fact that secure such DIP Financing may be granted is subordinate to the Lien of the Fixed Asset Collateral Agents with respect thereto; provided that the foregoing provisions of this Section 6.1(a) shall not prevent the Fixed Asset Claimholders from objecting to any provision in any DIP Financing or any ancillary agreements relating to any content of a plan of reorganization under any Insolvency or Liquidation Proceeding. To the extent the Liens on securing the ABL Obligations are subordinated to or equal in right of priority with such DIP Financing meeting the requirements set forth in the prior sentence, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL First Lien Collateral Agent shall desire to permit the use of cash collateral constituting ABL Priority Collateral "Cash Collateral" (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the ABL First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law ("DIP Financing, FINANCING") then the Term Second Lien Collateral Agent, on behalf of itself and the Term Secured PartiesSecond Lien Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing is (i) on commercially reasonable terms, (ii) the Second Lien Collateral Agent and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) the DIP Financing (a) does not compel the Company to seek confirmation of cash collateral constituting ABL Priority a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Obligations are subordinated to the fact that or pari passu with such DIP Financing may be granted which meets the requirements of clauses (i) through (iii) above, the Second Lien Collateral Agent will subordinate its Liens on in the ABL Priority Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL First Lien Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to (i) permit or otherwise consent to the use of cash collateral constituting ABL Priority Collateral on which the ABL Collateral Agent or any other creditor has a Lien under Section 363 or any similar Bankruptcy Law (the “ABL Cash Collateral”) or (ii) provide or consent to permit any ABL Lender providing the Company Parent or any other Grantor to obtain a DIP Financing (the “ABL DIP Financing”), then the Term Collateral Agent, on behalf of itself and the other Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith with respect to the ABL Priority Collateral (except, except as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following , in each case, so long as (A) the Discharge interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (B) the Term Agent retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding, subordinated to the Liens securing such DIP Financing, (C) the Term Agent receives a replacement Lien on post-petition assets to the same extent granted to the ABL Secured Parties providing the DIP Financing, which Lien will be subordinated to the Liens securing the ABL Obligations and such ABL DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on ABL Priority Collateral securing the Term Obligations are so subordinated to the ABL Obligations under this Agreement, (D) the aggregate principal amount of loans, letter of credit accommodations and other financial accommodations (including Cash Management Obligations) outstanding under such ABL DIP Financing, together with the aggregate principal amount of loans, letter of credit accommodations and other financial accommodations (including Cash Management Obligations) outstanding under the ABL Documents, does not exceed the Maximum ABL Obligations, and (E) such DIP Financing is subject to the Notes terms of this Intercreditor Agreement. If ABL Agent or any one or more of the ABL Lenders offer to provide, and are prepared to provide, DIP Financing that meets the requirements set forth in clause (A) through (E) above, Term Secured Parties shall not provide or offer to provide any DIP Financing secured by a Lien on the ABL Priority Collateral senior or pari passu with the Liens on the ABL Priority Collateral securing the ABL Obligations, without the prior written consent of ABL Agent. If the ABL Agent has consented to the sale or other disposition of ABL Priority Collateral free and clear of its lien, then the Term Agent, on behalf of the Notes Term Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds Proceeds with respect to the Third Second Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Term Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code Code, and will consent to such sale or other disposition, except for any objection or opposition that could be asserted by any Term Secured Party as an unsecured creditor in any such Insolvency or Liquidation Proceeding, if the Term ABL Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) Until the Discharge of ABL Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Revolving Credit Collateral Agent Agents shall desire agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash collateral constituting ABL Priority Collateral proceeds of any Term Loan Collateral, on which a Lien has been granted to the ABL Revolving Credit Collateral Agent Agents pursuant to the Revolving Credit Documents or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other creditor has a Lien or to permit Person under Section 364 of the Company Bankruptcy Code or any other Grantor to obtain a similar Bankruptcy Law (“DIP Financing”), then the Term Loan Collateral Agent, on behalf of itself and the Term Secured PartiesLoan Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that they it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of cash collateral constituting ABL Priority the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Term Loan Collateral Agent and the Term Loan Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the fact that Term Loan Collateral (other than any Real Estate Assets upon which such Lien has not been perfected), (iii) the terms of the DIP Financing (A) 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 are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Term Loan Collateral to secure such DIP Financing may be granted is subordinate to the Lien of the Term Loan Collateral Agent with respect thereto. To the extent the Liens on securing the ABL Priority Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Term Loan Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Revolving Credit Collateral Agent Agents or to the extent permitted by Section 3.5(c6.3)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (iib) Following the Discharge of ABL Obligations and until Until the Discharge of Term Loan Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Loan Collateral Agent shall desire agree to permit the Company use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Term Loan Collateral, on which a Lien has been granted to the Term Loan Collateral Agent pursuant to the Term Loan Documents or to permit any other Grantor to obtain a DIP Financing, then the Notes each Revolving Credit Collateral Agent, on behalf of itself and the Notes Secured PartiesRevolving Credit Claimholders, agrees that it will raise no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the Revolving Credit Collateral Agents and the Revolving Credit Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Revolving Credit Primary Collateral, (ii) the terms of cash collateral constituting ABL Priority the DIP Financing (A) 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 are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iii) any Lien on the Revolving Credit Primary Collateral to the fact that secure such DIP Financing may be granted is subordinate to the Lien of the Revolving Credit Collateral Agents with respect thereto. To the extent the Liens on securing the ABL Priority Term Loan Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, each Revolving Credit Collateral Agent will subordinate its Liens in the Term Loan Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly, expressly agreed by the Term Loan Collateral Agent or to the extent permitted by Section 3.5(c6.3). (c) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following Until the Discharge of ABL ObligationsRevolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Revolving Credit Collateral Agent shall, acting in accordance with the Notes Collateral AgentRevolving Credit Agreement, on behalf agree to permit a sale of the Notes Secured PartiesRevolving Credit Primary Collateral free and clear of Liens or other claims, under Section 363 of the Bankruptcy Code or otherwise, then each Term Loan Claimholder agrees that it will not raise any objection to or oppose contest such sale or request adequate protection or any other relief in connection therewith (it being understood that the Term Loan Claimholders still, but subject to this Agreement, have rights with respect to the proceeds of such Collateral). (d) Until the Discharge of Term Loan Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Loan Collateral Agent shall, acting in accordance with the Term Loan Documents, agree to permit a sale or other disposition of any ABL Priority the Term Loan Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims claims, under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented or otherwise, then each Revolving Credit Claimholder agrees that it will not raise any objection to or contest such sale or disposition request adequate protection or any other relief in connection therewith (it being understood that the Revolving Credit Claimholders still, but subject to this Agreement, have rights with respect to the proceeds of such assetsCollateral).

Finance and Sale Issues. (ia) Until the Discharge of ABL Revolving Credit Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Revolving Credit Collateral Agent shall desire shall, acting in accordance with the Revolving Credit Agreement, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash collateral constituting ABL proceeds of any Term Priority Lien Collateral on which a Lien has been granted to the ABL Revolving Credit Collateral Agent pursuant to the Revolving Credit Loan Documents or any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other creditor has a Lien or to permit Person under Section 364 of the Company Bankruptcy Code or any other Grantor to obtain a similar Bankruptcy Law secured by the Revolving Credit Collateral (“DIP Financing”), then the each Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree Priority Lien Claimholder agrees that they it (i) will raise no objection to or contest such Cash Collateral use or DIP Financing so long as the Term Priority Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their perfected interests in the Term Priority Lien Collateral and (ii) will not support any other Person objecting to such use of cash collateral constituting ABL Priority Cash Collateral or DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to the fact that or pari passu with such DIP Financing may be granted which meets the requirements above, the Term Collateral Agent will subordinate any Liens on in the ABL Priority Revolving Credit Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Revolving Credit Collateral Agent or to the extent permitted by Section 3.5(c6.3)) and. The Revolving Credit Collateral Agent, to for itself and for the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP FinancingRevolving Credit Claimholders, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of for itself and for the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured PartiesPriority Lien Claimholders, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect notice received two business days prior to the Second Priority Lien on the ABL Priority entry of an order approving usage of Cash Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor approving DIP Financing shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsnotice.

Finance and Sale Issues. (i) Until the Discharge of ABL Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire shall, acting in accordance with the ABL Loan Documents, agree to permit the use of cash collateral constituting “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), which constitutes ABL Priority First Lien Collateral on which securing the ABL Collateral Agent or any other creditor has a Lien Obligations or to permit the Company or any other Grantor to obtain a financing, whether from the ABL Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) to the extent such DIP Financing is secured solely by Liens on ABL First Lien Collateral, then the Term Collateral Agent, on behalf of itself Agent and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree each Note Claimholder each agrees that they it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) it is on commercially reasonable terms, (ii) the Collateral Agent and each Note Claimholder retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Noteholder First Lien Collateral, and (iii) the terms of the DIP Financing (A) do not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, (C) if the ABL Secured Parties retain their Liens on the ABL First Lien Collateral securing the ABL Obligations, the Collateral Agent, for the ratable benefit of the Note Claimholders, shall retain an immediately junior Lien on the ABL First Lien Collateral (to the extent such ABL Collateral is Noteholder Collateral), and (D) to the extent that the ABL Agent is granted an adequate protection lien in connection with such DIP Financing or use of cash collateral constituting that constitutes ABL Priority First Lien Collateral, the Note Claimholders also receive an adequate protection lien on the ABL First Lien Collateral or to with the fact that such DIP Financing may be granted same relative priority as set forth in this Agreement. To the extent the Liens on the ABL Priority First Lien Collateral securing the ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (iii) above, the Collateral Agent will subordinate any Liens in the ABL First Lien Collateral to the Liens securing such DIP Financing (and all obligations relating thereto), any adequate protection liens granted to the ABL Secured Parties on the ABL First Lien Collateral, and any “carve out” in favor of fees and expenses of professionals retained by the debtor(s) or creditors’ committee and fees owing to the United States Trustee, as agreed to by the ABL Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or to the extent permitted by Section 3.5(c)6.3) and, without affecting the subordination provided herein as to other ABL Obligations and Noteholder Obligations. The foregoing shall not prohibit the Collateral Agent or any Note Claimholder from objecting to the terms of any DIP Financing to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed is secured by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Third Priority senior Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsany Noteholder First Lien Collateral.

Finance and Sale Issues. (i) Until the Discharge of ABL First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Collateral Agent any First Lien Representative shall desire to permit the use of cash collateral constituting ABL Priority Collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the ABL such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Company or any other Grantor to obtain a financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) then each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, then each Second Lien Collateral Agent will subordinate its Liens in the Term Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of itself and the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the ABL Collateral Agent Designated First Lien Representative or to the extent permitted by Section 3.5(c6.3)) and, . No Second Lien Claimholder may provide DIP Financing to the extent the Company or any other Grantor secured by Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated equal or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Term Collateral Agent and the Notes Collateral Agent will subordinate their Liens senior in the ABL Priority Collateral priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing (secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and all obligations relating First Lien Claimholders may object thereto); provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. The Term Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Term Secured Partieseach other Second Lien Claimholder represented by it, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree agrees that it will not raise any objection seek consultation rights in connection with, and it will not object to or oppose oppose, a sale motion to sell, liquidate or other disposition otherwise dispose of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties requisite First Lien Claimholders have consented to such sale sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets. , in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the contrary, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that (iiA) Following none of such Second Lien Representative or such Second Lien Collateral Agent, the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company Second Lien Claimholders represented by it or any other Grantor shall be subject to agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and the Term Collateral Agent shall desire to permit the Company (B) none of such Second Lien Representative or any other Grantor to obtain a DIP Financing, then the Notes such Second Lien Collateral Agent, the Second Lien Claimholders represented by it or any agent or trustee on behalf of itself and the Notes Secured Partiesany of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, agrees that it will raise no objection to such use of cash collateral constituting ABL Priority Collateral dispute or to the fact that such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection object, whether directly or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or to the extent permitted by Section 3.5(c)) andindirectly, to the extent the Liens on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge any valuation of ABL Obligations, the Notes Collateral Agent, on behalf any of the Notes Secured PartiesGrantors or their respective assets, agrees that it will not raise or otherwise take any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds position with respect to the Third Priority Lien such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on the ABL Priority Collateral in favor grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties have consented to such sale or disposition of such assetsRestricted Assets.

Finance and Sale Issues. (i) Until Each Subordinated Lien Agent, on behalf of the applicable Subordinated Lien Claimholders, hereby agrees that, until the Discharge of ABL Prior Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Prior Lien Agent or the Prior Lien Claimholders with respect to any of such Subordinated Lien Claimholders’ Subordinated Lien Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) representing Proceeds of such Subordinated Lien Collateral or to permit any Grantor to obtain financing, whether from the Prior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on such Subordinated Lien Collateral, then no Subordinated Lien Claimholder will be entitled to raise (and will not raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such cash collateral constituting use or DIP Financing (including, except as expressly provided below, any claim that the Subordinated Lien Claimholders are entitled to adequate protection on account of their interests in such Subordinated Lien Collateral as a condition thereto) so long as such cash collateral use or DIP Financing meets the following requirements: (i) each Subordinated Lien Claimholder retains a Lien on its Subordinated Lien Collateral for any DIP Financing with, except as provided in the following sentence, the respective priorities provided in Section 2.1, and (x) with respect to Collateral of the ABL Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any ABL Priority Collateral on which and no such cash collateral to be used constitutes Proceeds of ABL Priority Collateral unless the ABL Claimholders have consented thereto or (y) with respect to Collateral of the Senior Secured Notes Claimholders or cash collateral in respect thereof, no Lien is granted to secure such DIP Financing on any Senior Secured Notes Priority Collateral and no such cash collateral to be used constitutes Proceeds of Senior Secured Notes Priority Collateral unless the Senior Secured Notes Claimholders have consented thereto, (ii) to the extent that the Prior Lien Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding, the Subordinated Lien Claimholders are permitted to seek a Lien on such additional Collateral with, except as set forth in the following sentence, the relative priority set forth in Section 2.1 (and no Prior Lien Agent or Prior Lien Claimholder shall oppose any other creditor has motion by any Subordinated Lien Claimholder to receive such a Lien Lien), (iii) the terms of such DIP Financing or to permit the Company or any other Grantor to obtain a DIP Financing, then the Term Collateral Agent, on behalf of itself and the Term Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will raise no objection to such use of cash collateral constituting ABL Priority Collateral or do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization and (iv) the fact that terms of such DIP Financing may be granted Liens on the ABL Priority Collateral and will do not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the ABL Collateral Agent or require such Subordinated Claimholders to the extent permitted by Section 3.5(c)) and, extend additional credit pursuant to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing. If requested by the Prior Lien Agent, the Term Collateral each Subordinated Lien Agent and the Notes Collateral Agent each Subordinated Lien Claimholder shall be required to subordinate and will subordinate their its Liens in the ABL Priority its Subordinated Lien Collateral to the Liens securing any such DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee); provided that the Liens on such Subordinated Lien Collateral securing such DIP Financing rank pari passu with or senior to the Liens securing the Prior Lien Obligations. The Term Collateral Agent, on behalf of the Term Secured Parties, and the Notes Collateral Agent, Each Subordinated Lien Agent on behalf of itself and the Notes Secured Parties, agree that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to the Second Priority applicable Subordinated Lien on the ABL Priority Collateral in favor of the Term Collateral Agent and the Third Priority Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets. (ii) Following the Discharge of ABL Obligations and until the Discharge of Term Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured PartiesClaimholders, agrees that it will raise no objection such Person shall provide to such use of cash collateral constituting ABL Priority Collateral Grantor any DIP Financing (or support any other Person in seeking to the fact that provide to any Grantor any such DIP Financing may be granted Liens on the ABL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the Term Collateral Agent or Financing) to the extent permitted by Section 3.5(c)) andthat any Subordinated Lien Claimholder would, to the extent the Liens in connection with such financing, be granted a Lien on the ABL Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of ABL Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or oppose a sale or other disposition of any ABL Priority Collateral free and clear of its Liens (subject to attachment of proceeds with respect to Subordinated Lien Collateral unless the Third Priority Prior Lien on the ABL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other claims under Section 363 of the Bankruptcy Code if the Term Secured Parties Claimholders shall have consented to such sale or disposition of such assetsthereto.