Common use of Finance and Sale Matters Clause in Contracts

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP a“DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless Liens”),unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Administrative Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdictionjurisdiction and provided further that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting to any provisions in any DIP Financing to the extent under a plan of reorganization providing that the DIP Financing can be rolled into an exit financing; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing LiensLiens unless the First Lien Secured Parties are deemed by a court of competent jurisdiction to be fully secured on the petition date of any Insolvency Proceeding and have received payment in full in cash of current post-petition interest, incurred fees and expenses, then the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments; (iv) unless the First Lien Secured Parties agree that the First Lien Secured Parties are fully secured, then the Second Lien Administrative Agent and the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of additional collateral, provided the First Lien Secured Parties shall also be granted a Lien on such additional collateral as security for the First Lien Obligations and for any DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP Financing (and all Obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other First Priority Liens under this Agreement and the Liens securing any DIP Financing; and (ivv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Administrative Agent) attach to the proceeds thereof, subject to the terms of this Agreement. (b) The Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Administrative Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) that the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) to the extent Refinanced in connection with, and included as part of, such DIP Cap AmountFinancing, the aggregate principal amount of the pre-petition First Lien Obligations, and (ii) the lesser of (A) $5,000,000 and (B) an amount equal to 15% of the greater of (1) the aggregate existing principal amount of the pre-petition First Lien Obligations outstanding and (2) the pre-petition Borrowing Base under the First Lien Credit Agreement (provided that, for purposes of this Section 6.01(c), such “Borrowing Base” complies with the First Lien Administrative Agent’s conforming traditional corporate banking borrowing base for oil and gas secured loan transactions, including customary mechanisms for periodic redeterminations thereof).

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless (a) the sum of (I) the maximum amount of Indebtedness that may be outstanding from time to time in connection with such DIP Financing and (ii) the aggregate amount of Indebtedness constituting principal of loans under the First Lien Credit Agreement and the other First Lien Loan Documents and the aggregate face amount of letters of credit outstanding and reimbursement obligations in respect of letters of credit under the First Lien Credit Agreement and the other First Lien Loan Documents would exceed the sum of (x) the Cap Amount and (y) $10.0 million, or (b) the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to any such permitted DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent willAgent, for itself and on behalf of the other Second Lien Secured Parties, will subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens Liens, or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Claimholders in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Collateral Agent) attach to the proceeds thereof, subject to the terms of this Agreement. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (iA) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (iiB) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, relief action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, each of the Second Lien Collateral Agent mayAgent, for itself and on behalf of the other Second Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) Obligations and (b) shall only be binding on for such DIP Financing in such additional Collateral and the Second Lien Secured Parties with respect Party will subordinate their Lien to any DIP Financing to the extent (i) the amount that of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap AmountSecured Party.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose oppose, seek to enjoin, contest or object (or join with or support any third party in opposing, enjoining, contesting or objecting) to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose oppose, enjoin, contest or object to such use of cash collateral; (ii) will not oppose oppose, seek to enjoin, contest or object (or join with or support any third party opposing enjoining, contesting or objecting) to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless and to the same extent that the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose oppose, enjoin, contest or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Administrative Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing objecting to any other DIP Financing to the extent that such DIP Financing is expressly conditioned on the inclusion of a substantive provision or content in a plan of reorganization. The Second Lien Secured Parties may not propose or participate in any DIP Financing to any Grantors or to a court of competent jurisdiction, unless (A) (x) such DIP Financing would be junior in priority and subordinated to the First Lien Obligations, the First Priority Liens and any adequate protection granted to the holders of First Lien Obligations on the same basis as the Second Lien Obligations in the same manner set forth in this Agreement (subject to first-out or other payment priority as may be between such DIP Financing and the Second Lien Obligations); and (y) expressly agreed in writing by the First Lien Administrative Agent; or (B) (x) any Final Order approving such DIP Financing requires that the Discharge of First Lien Obligations shall have occurred as a condition to such DIP Financing, and (y) the Discharge of First Lien Obligations occurs on the date of such DIP Financing, which date shall be no later than ten (10) Business Days after the date on which such DIP Financing is approved by a Final Order. Notwithstanding anything herein to the contrary, without the consent of the First Lien Administrative Agent, no Second Lien Secured Party shall support or enter into any DIP Financing, if the effect of such DIP Financing would be that the Second Lien Obligations would no longer be subordinated to the First Lien Obligations in the manner set forth in this Agreement, or the Second Lien Secured Parties would recover any payments they are not otherwise entitled to under this Agreement, including by way of adequate protection. The Second Lien Administrative Agent, for itself and each Second Lien Secured Party, hereby waives any claim that each may have at any time against the First Lien Administrative Agent or any other First Lien Secured Party arising out of any DIP Financing that is consistent with the terms of this Agreement or any administrative expense priority under section 364 of the Bankruptcy Code; (iii) except to the extent permitted by paragraph (b) of this Section 6.016.01 (or as expressly agreed in writing by the First Lien Administrative Agent), in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; (iv) shall not be prohibited from seeking adequate protection in the form of additional collateral, provided that the First Lien Secured Parties agree that they are fully secured and provided that the First Lien Secured Parties shall also be granted a Lien on such additional collateral as security for the First Lien Obligations and the provider of any DIP Financing may also be granted a Lien on such collateral as security for any DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP Financing (and all obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other First Priority Liens under this Agreement and the Liens securing any DIP Financing; and (ivv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Administrative Agent) attach to the proceeds thereof, subject to the terms of this Agreement. (b) The Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Administrative Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement; provided that the foregoing exception under subclause (A) shall apply only to the extent that the principal amount of any proposed DIP Financing plus the aggregate pre-petition principal amount of the loans under the First Lien Credit Agreement does not, or would not upon giving effect to such proposed DIP Financing, exceed an amount equal to the First Lien Cap plus $10,000,000; or (B) notwithstanding the restrictions herein, any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien on the same basis as the other First Priority Liens are senior to the Second Priority Liens under this Agreement as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, and subject to the provisions of Section 6.01(b), agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured PartiesParty, or a representative authorized by the First Lien Priority Secured PartiesParty, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financingfinancing provided to any Grantor, whether provided by the First Lien Priority Secured Parties Party or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Priority Secured PartiesParty, or a representative authorized by the First Lien Priority Secured PartiesParty, shall then oppose or object to such DIP Financing, such DIP Financing Liens or such DIP Financing Liens are not senior to or rank pari passu with the First Priority Liens, and, to the extent that such DIP Financing Liens are not senior to, or rank pari passu with, the First Priority LiensLiens on the Collateral, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens on the Collateral to the First Priority Liens on the Collateral, if applicable, and the DIP Financing Liens on the terms of this Agreement; provided that that, notwithstanding anything herein to the foregoing contrary, the Second Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not prevent the Second Lien Secured Parties from proposing be deemed to be an objection to any other DIP Financing proposals so long as (x) any court order approving such post-petition financing requires that the First Priority Claims be paid in full in cash as a condition to any Grantors such post-petition financing, and (y) the First Priority Claims are paid in full in cash on the date of such post-petition financing, which date shall be no later than 10 days after the date on which such post-petition financing is approved by the court in which such Insolvency or to a court of competent jurisdictionLiquidation Proceeding is pending; (iii) except to the extent permitted by paragraph (b) of this Section 6.016.01(b), in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any such collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured PartiesParty, or a representative authorized by the First Lien Priority Secured PartiesParty, shall consent to such DispositionDisposition free and clear of First Priority Liens. (b) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection in respect of any First Priority Claims or (ii) any objection, based on a claim of a lack of adequate protectionprotection with respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Priority Secured Party is granted seeks or requests adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured PartiesParty, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsPriority Claims. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Priority Secured Parties with respect to any DIP Financing to the extent the principal amount of such DIP Financing, when taken together with the aggregate principal amount of the First Priority Claims (which, in each case, for the avoidance of doubt shall not include any First Priority Claims of the type described in clause (ii) of the definition thereof), does not exceed the sum of (i) the amount of such DIP Financing plus Indebtedness at the time permitted to be outstanding pursuant to clause (i) of the definition of “Permitted Debt” in the Second Priority Debt Document, and (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount$4,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Shared Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financingfinancing provided to any Grantor, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens on any Shared Collateral securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority LiensLiens on the Shared Collateral, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens on the Shared Collateral to the First Priority Liens on the Shared Collateral, if applicable, and the DIP Financing Liens on the terms of this Agreement (and each Person holding any Excess Claims will subordinate its Liens securing such Excess Claims to the Second Priority Claims, the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction); (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral constituting Shared Collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any Shared Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and; (iv) will not oppose or object to any Disposition of any Shared Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to such Disposition; and (v) if, in connection with an cash collateral use or DIP Financing, any Liens on the Shared Collateral held by the First Priority Secured Parties are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve out,” or fees owed to the United States Trustee, and so long as the amount of such surcharge, claim, carve out, or fees is reasonable under the circumstances, then the Liens on the Shared Collateral of the Second Lien Secured Parties will also be subordinated to such interest or claim and will remain subordinated to the Liens on the Shared Collateral of the First Priority Secured Parties consistent wit this Agreement. (b) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection with respect to the Shared Collateral in respect of any First Priority Claims or (ii) any objection, based on a claim of a lack of adequate protectionprotection relating to any Shared Collateral in respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateralcollateral constituting Shared Collateral, (A) any First Lien Priority Secured Party is granted adequate protection with respect to the Shared Collateral or any other assets in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or and (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateralcollateral (other than additional collateral that are of the type of assets that constitute Collateral not consisting of Shared Collateral), the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsPriority Claims. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Priority Secured Parties with respect to any DIP Financing to the extent (i) the principal amount of such DIP Financing plus (ii) Financing, when taken together with the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing Priority Claims, does not exceed the sum of (x) the Maximum First Priority Indebtedness Amount and (y) an amount equal to 10% of the amount determined under clause (x) of this Section 6.01(c), and the Second Priority Secured Parties shall not be prohibited from objecting to (1) any aspect of a DIP Cap AmountFinancing relating to any provision or content of a plan of reorganization or any sub xxxx plan or (2) any DIP Financing if the Second Priority Secured Parties do not receive replacement Liens on all post-petition assets of any Grantor in which any of the First Priority Secured Parties obtain a replacement Lien (to the extent that such assets constitute Shared Collateral), in each case with the same priority as existed prior to such Insolvency or Liquidation Proceeding. (d) Notwithstanding anything to the contrary, the Second Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not be deemed to be an objection to any other DIP Financing proposals and the First Priority Liens shall be subordinated to the Liens on the Shared Collateral of such post-petition financings (which for the avoidance of doubt shall not include the Second Priority Liens) on the same basis as the Second Priority Liens are subordinated to the First Priority Liens under this Agreement; provided that, the First Priority Secured Parties shall reserve the right to oppose or object to such post-petition financing proposals.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties and the Third Lien Secured Parties, as applicable: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, each of the Second Lien Collateral Agent willAgent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, will subordinate the Second Priority Liens or Third Priority Liens, as applicable, to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties or the Third Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (bc) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or the Third Priority Liens, as applicable, or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Third Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any DIP Financing or any DIP Financing Liens, unless the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Second Priority Liens, the Third Lien Collateral Agent will, for itself and on behalf of the other Third Lien Secured Parties, subordinate the Third Priority Liens to the Second Priority Liens and the DIP Financing Liens on the terms of this Agreement; ; provided that the foregoing shall not prevent the Third Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (c) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Third Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall consent to such Disposition. (i) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (iA) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (iiB) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding, and (ii) the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall contest, or support any other person in contesting, (A) any request by the First Lien Collateral Agent or any other First Lien Secured Party, or the Second Lien Collateral Agent or any other Second Lien Secured Party for adequate protection or (B) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party, or the Second Lien Collateral Agent or any other Second Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, each of the Second Lien Collateral Agent mayAgent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens and Third Priority Liens, as applicable, are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien as security for the First Lien Obligations and for such DIP Financing, and the Third Lien Collateral Agent may, for itself and on behalf of the other Third Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral that is senior collateral, which Lien will be subordinated to such the First Priority Liens, Second Priority Liens and DIP Financing Liens on the same basis as the other Third Priority Liens are subordinated to the First Priority Liens and Second Priority Liens under this Agreement, or (C) any Third Lien Secured Party is granted adequate protection in the form of additional collateral, each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, shall be granted adequate protection in the form of a Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) Obligations and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of Obligations, as applicable, and for such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap AmountFinancing.

Finance and Sale Matters. (a) Until the Discharge of First Lien Loan Document Obligations has occurred, the Second Lien Collateral AgentRepresentative, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to), the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless that is consented to, or not opposed or objected to, by the First Lien Secured Parties, Representative or a any other representative authorized by the First Lien Secured Parties, Parties (and neither the Second Lien Representative nor any Second Lien Secured Party shall oppose or object seek any relief in connection therewith that is in conflict with the relief being sought by the First Lien Secured Parties (it being understood that the foregoing shall not affect the rights of the Second Lien Secured Parties to such use of cash collateralseek adequate protection as provided in Section 6.01(b))); (ii) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to), any post-petition financing, whether financing provided by one or more of the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless that is consented to, or not opposed or objected to, by the First Lien Secured Parties, Representative or a any other representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, Parties and, to the extent that (A) such DIP Financing Liens are senior to, or rank pari passu with, the First Priority LiensLiens securing the First Lien Secured Obligations, (B) the economic terms of such DIP Financing (i.e., the interest rate, fees, original issue discount and other similar terms) and the scheduled amortization applicable to such DIP Financing are on commercially reasonable terms, (C) such DIP Financing does not compel the Borrower or any other Grantor to seek confirmation of a specific plan of reorganization of which the material terms are set forth in the DIP Financing documentation or a related document (it being agreed that the inclusion of termination events or milestones in the DIP Financing documentation shall not be deemed to constitute such a condition), (D) the DIP Financing documentation does not expressly require the sale, disposition or liquidation of all or any material portion of the Collateral prior to a default under the DIP Financing documentation, (E) the Second Lien Secured Parties are not required to release their Liens on the Collateral as a condition to such DIP Financing and (F) the sum of (x) the aggregate outstanding principal amount of loans and letters of credit under, together with the aggregate amount of undrawn commitments under, any DIP Financing (after giving effect to any Refinancing or “roll-up” of First Lien Loan Document Obligations) plus (y) the aggregate outstanding amount of the Capped First Lien Loan Document Obligations does not exceed the Maximum First Lien Principal Amount, the Second Lien Collateral Agent Representative will, for itself and on behalf of the other Second Lien Secured Parties, subordinate (and will be deemed to have subordinated) the Second Priority Liens to (1) the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that Agreement and (2) any customary “carve-out” for U.S. trustee fees specified in the foregoing shall not prevent the Second Lien Secured Parties from proposing any other financing order relating to such DIP Financing to any Grantors or to a court of competent jurisdictionFinancing; (iii) except to the extent permitted by paragraph (b) of this Section 6.016.01(b), in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to) any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy CodeCode (provided that the Second Lien Representative may object to the Disposition on any grounds that may be asserted by an unsecured creditor), or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to to, or not oppose or object to, such Disposition. ; provided that, in the case of any such Disposition, notwithstanding the release of the Second Priority Liens thereon, the Second Priority Liens shall attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01 (b) The Second Lien Collateral Agentand, for itself and on behalf the avoidance of doubt, nothing in the foregoing shall be deemed to be a release of the other Second Priority Liens on any such Proceeds, it being the express intent of the Second Lien Secured PartiesParties that the Second Priority Liens attach to such Proceeds). Notwithstanding anything to the contrary contained herein, agrees that no nothing in this Section 6.01(a) shall prohibit any Second Lien Secured Party shall contest, or support any other person in contesting, from proposing a DIP Financing so long as (iA) any request by the First Lien Collateral Agent or any other no First Lien Secured Party for adequate protection or (ii) any objection, based on has offered to provide a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing within three days of commencement of any Insolvency or use of cash collateralLiquidation Proceeding, (AB) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on DIP Financing Liens with respect to such additional collateral, which Lien will be subordinated DIP Financing are junior to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, securing the First Lien Collateral Agent shallSecured Obligations, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (iC) the amount economic terms of such DIP Financing plus (iii.e., the interest rate, fees, original issue discount and other similar terms) and the scheduled amortization applicable to such DIP Financing are on commercially reasonable terms, (D) such DIP Financing does not compel the Borrower or any other Grantor to seek confirmation of a specific plan of reorganization of which the material terms are set forth in the DIP Financing documentation or a related document (it being agreed that the inclusion of termination events or milestones in the DIP Financing documentation shall not be deemed to constitute such a condition), (E) the DIP Financing documentation does not expressly require the sale, disposition or liquidation of all or any material portion of the Collateral prior to a default under the DIP Financing documentation, (F) the First Lien Secured Parties are not required to release their Liens on the Collateral as a condition to such DIP Financing and (G) the sum of (x) the aggregate outstanding principal amount of all loans outstanding under and letters of credit under, together with the First Lien Loan Documents as aggregate amount of the date of undrawn commitments under, any such DIP Financing (after giving effect to any Refinancing or “roll-up” of Second Lien Secured Obligations) plus (y) the aggregate outstanding principal amount of the Second Lien Secured Obligations does not exceed the DIP Cap AmountMaximum Second Lien Principal Amount plus $30,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: : (i) will not oppose or object to the use of any Collateral constituting cash collateral “Cash Collateral” under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; ; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate (and will be deemed to have hereunder so subordinated) the Second Priority Liens to the First Priority Liens (including any such Liens granted as adequate protection to the First Lien Secured Parties) and the DIP Financing Liens (as well as to any administrative or similar charges for professional fees and expenses and fees and expenses of the U.S. Trustee granted in such Insolvency or Liquidation Proceeding and agreed to by the First Lien Collateral Agent or the other First Lien Secured Parties) on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any US Grantors or to a court of competent jurisdiction; ; (iii) except to the extent permitted by paragraph (b) of this Section 6.01Section, in connection with the use of cash collateral Cash Collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateralCash Collateral, DIP Financing or DIP Financing Liens; and and (iv) subject to Section 3.03, will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.under

Finance and Sale Matters. (ai) Until the Discharge of First Lien Obligations has occurred, each of the Second Lien Collateral Agent, Facility Lenders and the Second Lien Administrative Agent (for itself and on behalf of the other Second Lien Secured Parties), agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (iA) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (iiB) will not oppose or object to any post-petition financing, whether financing provided by the any First Lien Secured Parties Party or any other personAffiliate of any First Lien Secured Party, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “"DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”"), unless (I) the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or (II) the aggregate principal amount of loans and letter of credit accommodations outstanding under such DIP Financing LiensFinancing, and, to together with the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf aggregate principal amount of the other Second pre-petition First Lien Secured PartiesObligations, subordinate exceeds the Second Priority Liens to the Maximum First Priority Liens and the DIP Financing Liens on the terms of this AgreementLien Obligations Amount; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction;and (iiiC) except to the extent permitted by paragraph subparagraph (bii) of this Section 6.0114.6(a), in connection with the use of cash collateral as described in clause (iA) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing collateral or DIP Financing Liens; andFinancing. (ivii) will not oppose or object to any Disposition of any Collateral free and clear Each of the Second Priority Liens or other claims under Section 363 of Lien Facility Lenders and the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, Administrative Agent (for itself and on behalf of the other Second Lien Secured Parties), agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (iA) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (iiB) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateralFinancing, (A) any First Lien Secured Party is granted adequate protection in the form of additional collateral or a Lien on additional collateralreplacement lien or superpriority claims, then the Second Lien Collateral Administrative Agent may, (for itself and on behalf of the other Second Lien Secured Parties), may seek or request accept adequate protection in the form consisting solely of a Lien on such (A) replacement liens or additional collateral, which Lien Liens will be subordinated to the First Priority Liens and the Liens securing the DIP Financing Liens and all obligations related thereto ("DIP Financing Liens") on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or Section 14 and (B) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Administrative Agent or any Second other First Lien Secured Party is Party. In addition to the foregoing, if the First Lien Secured Parties (or any subset thereof) are granted adequate protection which provides for the current payment in the form full of a Lien interest on additional collateral, the First Lien Collateral Facility Loans and payment of the First Lien Secured Parties' fees and expenses, then in connection with any such DIP Financing, the Second Lien Administrative Agent shall, (for itself and on behalf of the other First Second Lien Secured Parties, be granted ) may seek or accept adequate protection in the form of a Lien on connection with any such additional collateral that is senior to such Second Priority Lien as security DIP Financing which provides solely for the First payment of interest on the Second Lien ObligationsFacility Loans and the payment of the Second Lien Secured Parties' fees and expenses. (ciii) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a(A) and (b) shall only be binding on the Second Lien Secured Parties with respect may object to any DIP Financing that purports to govern or control the provisions or content of a plan of reorganization of any Loan Party, other than providing for satisfaction in full in cash of the DIP Financing on or prior to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the effective date of such plan of reorganization and (B) nothing herein shall prohibit the Second Lien Secured Parties from proposing any alternative DIP Financing does not exceed to any Loan Party or the DIP Cap Amountrelevant bankruptcy court.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties and the Third Lien Secured Parties, as applicable: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, each of the Second Lien Collateral Agent willAgent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, will subordinate the Second Priority Liens or Third Priority Liens, as applicable, to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent any of the Second Lien Secured Parties or the Third Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (bc) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or the Third Priority Liens, as applicable, or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Third Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any DIP Financing or any DIP Financing Liens, unless the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Second Priority Liens, the Third Lien Collateral Agent will, for itself and on behalf of the other Third Lien Secured Parties, subordinate the Third Priority Liens to the Second Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Third Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (c) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Third Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall consent to such Disposition. (i) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (iA) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (iiB) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding, (ii) the Third Lien Collateral Agent, for itself and on behalf of the other Parent Third Lien Secured Parties, agrees that no Parent Third Lien Secured Party shall contest, or support any other person in contesting, (A) any request by the First Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Spinco Third Lien Secured Party for adequate protection or (B) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Spinco Third Lien Secured Party to any motion, relief, action or proceeding, and (iii) the Third Lien Collateral Agent, for itself and on behalf of the other Spinco Third Lien Secured Parties, agrees that no Spinco Third Lien Secured Party shall contest, or support any other person in contesting, (A) any request by the First Lien Collateral Agent on behalf of any other First Lien Secured Party, the Second Lien Collateral Agent on behalf of any other Second Lien Secured Party, or the Third Lien Collateral Agent on behalf of any other Parent Third Lien Secured Party for adequate protection or (B) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party to any motion, relief, action or proceeding, or the Third Lien Collateral Agent or any other Parent Third Lien Secured Party. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, each of the Second Lien Collateral Agent mayAgent, for itself and on behalf of the other Second Lien Secured Parties, the Third Lien Collateral Agent, for itself and on behalf of the other Parent Third Lien Secured Parties, and, prior to the Cross-Collateral Release Date, the Third Lien Collateral Agent, for itself and on behalf of the other Spinco Third Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens and Third Priority Liens, as applicable, are subordinated to the First Priority Liens under this Agreement or Agreement, (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien as security for the First Lien Obligations and for such DIP Financing, and the Third Lien Collateral Agent may, for itself and on behalf of the other Parent Third Lien Secured Parties, and, prior to the Cross-Collateral Release Date, the Third Lien Collateral Agent, for itself and on behalf of the other Spinco Third Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral that is senior collateral, which Lien will be subordinated to such the First Priority Liens, Second Priority Liens and DIP Financing Liens on the same basis as the other Third Priority Liens are subordinated to the First Priority Liens and Second Priority Liens under this Agreement, (C) any Parent Third Lien Secured Party is granted adequate protection in the form of additional collateral, each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and, prior to the Cross-Collateral Release Date, the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, shall be granted adequate protection in the form of a Lien as security for the First Lien Obligations. , Second Lien Obligations, and Spinco Third Lien Obligations, as applicable, and for such DIP Financing or (cD) Notwithstanding any Spinco Third Lien Secured Party is granted adequate protection in the foregoingform of additional collateral, each of the applicable provisions First Lien Collateral Agent, for itself and on behalf of Section 6.01(a) and (b) shall only be binding on the other First Lien Secured Parties, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties with respect to any DIP Financing Parties, and, prior to the extent (i) Cross-Collateral Release Date, the amount Third Lien Collateral Agent, for itself and on behalf of such DIP Financing plus (ii) the aggregate outstanding principal amount other Third Lien Secured Parties, shall be granted adequate protection in the form of all loans outstanding under a Lien as security for the First Lien Loan Documents Obligations, Second Lien Obligations, and Parent Third Lien Obligations, as of the date of applicable, and for such DIP Financing does not exceed the DIP Cap AmountFinancing.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, if any Grantor becomes subject to any Insolvency Proceeding, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, that the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financingfinancing in an aggregate principal amount up to $25,000,000, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless and to the same extent that the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Administrative Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the such DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from proposing objecting to any other portions (and only such portions) of any such DIP Financing to that (1) provide that, under a plan of reorganization, the DIP Financing may be converted into or constitute a portion of an exit financing for the Company (or the applicable Grantors) or (2) requires confirmation of all or substantially all of the specific and material terms of a plan of reorganization other than terms for a sale, liquidation or other Disposition of Collateral; provided further, that, nothing herein shall prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from proposing, offering or providing (or supporting any Grantors or to a court of competent jurisdictionthird party in doing the same) any DIP Financing with liens that do not prime the prepetition liens securing the First Lien Obligations; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; (iv) shall not be prohibited from seeking adequate protection in the form of additional collateral, provided that the First Lien Secured Parties agree that they are fully secured and provided that the First Lien Secured Parties shall also be granted a Lien on such additional collateral as security for the First Lien Obligations and the provider of any DIP Financing may also be granted a Lien on such collateral as security for any DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP Financing (and all obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other First Priority Liens under this Agreement and the Liens securing any DIP Financing; and (ivv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition Property subject to adequate protection liens, if any, in favor of the Second Lien Administrative Agent) attach to the proceeds, if any, thereof, subject to the terms of this Agreement. (b) The Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, before the Discharge of First Lien Obligations, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent mayAdministrative Agent, for itself and on behalf of the other Second Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement Agreement, or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien on the same basis as the other First Priority Liens are senior to the Second Priority Liens under this Agreement as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Senior Obligations has occurred, the Second Lien Collateral Junior Agent, for itself and on behalf of the other Second Lien Junior Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Junior Secured Parties: (i) will not oppose or object to the use of any Collateral constituting “cash collateral collateral” under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy LawLaw (“Cash Collateral”), unless without the First Lien Secured Parties, or a representative authorized by prior written consent of the First Lien Secured Parties, shall oppose or object Senior Agents (and any such consent would be given subject to such use the terms of cash collateralthe GE Capital/Xxxxxxx Intercreditor Agreement); (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Senior Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or without the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf prior written consent of the other Second Lien Secured Parties, subordinate the Second Priority Liens Senior Agents (and any such consent would be given subject to the First Priority Liens and the DIP Financing Liens on the terms of this the GE Capital/Xxxxxxx Intercreditor Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction); (iii) except to the extent permitted by paragraph (b) of this Section 6.01Section, in connection with the use of cash collateral Cash Collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing Cash Collateral or DIP Financing LiensFinancing; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Junior Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if without the First Lien prior written consent of the Senior Agents (and any such consent would be given subject to the terms of the GE Capital/Xxxxxxx Intercreditor Agreement), and shall be deemed to have consented to any such Disposition under Section 363(f) of the Bankruptcy Code that has been consented to by the Senior Agents (and any such consent would be given subject to the terms of the GE Capital/Xxxxxxx Intercreditor Agreement); provided, that the Junior Agent, on behalf of itself and the other Junior Secured Parties, may raise any objections to any such sale or a representative authorized disposition of Collateral that could be raised by any creditor of any Credit Party whose claims were not secured by any Liens on the First Lien Secured PartiesCollateral, shall consent to provided such Dispositionobjections are not inconsistent with any other term or provision of this Agreement, and provided such objections are not based on their status as secured creditors, including, without limitation any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code. (b) The Second Lien Collateral Junior Agent, for itself and on behalf of the other Second Lien Junior Secured Parties, agrees that no Second Lien Junior Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral any Senior Agent or any other First Lien Senior Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral any Senior Agent or any other First Lien Senior Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or the use of cash collateralCash Collateral or otherwise, (A) any First Lien Senior Secured Party is granted adequate protection in the form of a Lien on additional or replacement collateral, the Second Lien Collateral Junior Agent may, for itself and on behalf of the other Second Lien Junior Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Senior Liens and and, in the case of such adequate protection granted in connection with a DIP Financing, the Liens securing the DIP Financing Liens and all obligations related thereto (“DIP Financing Liens”), in each case on the same basis as the other Second Priority Junior Liens are subordinated to the First Priority Senior Liens under this Agreement or (B) any Second Lien Secured Party is granted Agreement. The Junior Agent shall be permitted to seek adequate protection with respect to its rights in the Collateral in any Insolvency or Liquidation Proceeding in the form of a Lien additional collateral or replacement liens on additional collateralthe Collateral or an administrative expense claim; provided, that the First Lien Collateral Junior Agent shall, for itself and on behalf of the other First Lien Secured Parties, shall only be granted adequate protection in the form of additional collateral or replacement liens on the Collateral or an administrative expense claim if the Senior Agents are also granted a Lien senior lien on such additional collateral that is or senior to such Second Priority Lien replacement liens on the Collateral, or a senior administrative expense claim, as security adequate protection for the First Lien Senior Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdictionjurisdiction and provided further that the foregoing shall not prohibit the Second Lien Agent or the Second Lien Secured Parties from objecting solely to any provisions in any DIP Financing to the extent under a plan of reorganization providing that the DIP Financing can be rolled into an exit financing; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing LiensLiens unless the First Lien Secured Parties are deemed by a court of competent jurisdiction to be fully secured on the petition date of any Insolvency Proceeding and have received payment in full in cash of current post-petition interest, incurred fees and expenses, then the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments; (iv) unless the First Lien Secured Parties agree that they are fully secured, then the Second Lien Agent and the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of additional collateral, provided the First Lien Secured Parties shall also be granted a Lien on such additional collateral as security for the First Lien Obligations and for any DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP Financing (and all Obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other First Liens under this Agreement and the Liens securing any DIP Financing; and (ivv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Agent) attach to the proceeds thereof, subject to the terms of this Agreement. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent that (iA) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) to the extent Refinanced in connection with, and included as part of, such DIP Cap AmountFinancing, the aggregate principal amount of the pre-petition First Lien Obligations, (ii) the pre-petition unused portion of the Borrowing Base and (iii) an amount equal to the greater of (x) $10,000,000 and (y)10% of the sum of clauses (i) and (ii) and (B) the DIP Financing proceeds are not to be used for capital expenditures other than new development, drilling, exploration or other acquisitions and other expenditures in the ordinary course of business.

Finance and Sale Matters. (a) Until the Discharge of First Lien Revolving Facility Obligations has occurred, the Second Lien Collateral Term Facility Administrative Agent, for itself and on behalf of the other Second Lien Term Facility Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Term Facility Secured Parties: (i) will not oppose or object to the use of any Shared Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Revolving Facility Secured Parties, or a representative authorized by the First Lien Revolving Facility Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Revolving Facility Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Revolving Facility Secured Parties, or a representative authorized by the First Lien Revolving Facility Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, to the First Priority Revolving Facility Liens, the Second Lien Collateral Term Facility Administrative Agent will, for itself and on behalf of the other Second Lien Term Facility Secured Parties, subordinate the Second Priority Term Facility Liens to the First Priority Liens and the DIP Financing Liens on the same terms of this Agreementthat the Revolving Facility Liens are subordinated to such DIP Financing Liens; provided that the foregoing shall not prevent the Second Lien Term Facility Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; and provided further that (a) the foregoing shall not prohibit the Term Facility Administrative Agent or the Term Facility Secured Parties from objecting to any provisions in any DIP Financing to the extent providing that the DIP Financing can be rolled into an exit financing under a plan of reorganization, (b) the proposed 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 DIP Financing documentation, as applicable, (c) the proposed cash collateral order or DIP Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under the cash collateral order or DIP Financing documentation, and (d) the proposed terms of any such DIP Financing (including the interest rate, fees, advance rates, and sublimits thereof) are commercially reasonable under the circumstances; (iii) except shall not be prohibited from seeking adequate protection in the form of additional collateral, superpriority administrative expense claims, or payments in the form of post-petition interest, fees, and/or expenses; provided that the Revolving Facility Secured Parties shall also be granted a Lien on such additional collateral as security for the Revolving Facility Obligations and for any DIP Financing and that any Lien on such additional collateral securing the Term Facility Obligations shall (A) be subordinated to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash Liens on such collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or securing any other relief in connection with such use of cash collateral, DIP Financing or (and all obligations relating thereto) on the same terms that the Revolving Facility Liens are subordinated to such DIP Financing Liens; and , and (ivB) will not oppose or object to rank pari passu with any Disposition of any Collateral free and clear of Liens on such collateral securing the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionRevolving Facility Obligations. (b) The Second Lien Collateral Each of the Term Facility Administrative Agent, for itself and on behalf of the other Second Lien Term Facility Secured Parties, and the Revolving Administrative Agent, for itself and on behalf of the other Revolving Facility Secured Parties agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral an Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral an Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, ifIf, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Revolving Facility Secured Party is granted adequate protection in the form of a Lien on additional collateralcollateral and/or a superpriority administrative expense claim, the Second Lien Collateral Term Facility Administrative Agent may, for itself and on behalf of the other Second Lien Term Facility Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateralcollateral and/or a superpriority administrative expense claim, which Lien and/or claim will be subordinated to pari passu with the First Priority Liens and DIP Financing Revolving Facility Liens on the same basis as the other Second Priority Term Facility Liens are subordinated to pari passu with the First Priority Revolving Facility Liens under this Agreement or (B) any Second Lien Term Facility Secured Party is granted adequate protection in the form of a Lien on additional collateralcollateral and/or a superpriority administrative expense claim, the First Lien Collateral Revolving Facility Administrative Agent shall, for itself and on behalf of the other First Lien Revolving Facility Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral and/or a superpriority administrative expense claim, which Lien and/or claim that is senior to pari passu with such Second Priority Term Facility Lien on the same basis as the other Revolving Facility Liens are pari passu with the Term Facility Liens as security for the First Lien Revolving Facility Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Term Facility Secured Parties with respect to any DIP Financing to the extent (i) that the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) to the extent Refinanced in connection with, and included as part of, such DIP Cap AmountFinancing, the aggregate principal amount of the Revolving Facility Obligations in effect immediately prior to the commencement of such Insolvency Proceeding, plus (ii) the lesser of (A) $25,000,000 and (B) an amount equal to 20% of the aggregate existing principal amount of the Revolving Facility Obligations outstanding in effect immediately prior to the commencement of such Insolvency Proceeding.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) to the extent Refinanced in connection with, and included as part of, such DIP Cap AmountFinancing, the aggregate principal amount of the pre-petition First Lien Obligations, (ii) the pre-petition unused portion of the revolving credit commitments under the First Lien Loan Documents and (iii) $20,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral "Cash Collateral" under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by any of the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “"DIP Financing”"), or the Liens securing any DIP Financing (“"DIP Financing Liens”"), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Guaranty Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (bc) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateralCash Collateral, DIP Financing or DIP Financing Liens; and (iv) subject to Section 3.04, will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Guaranty Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition, provided that (A) the Second Lien Secured Parties shall be entitled to a second priority Lien with respect to the net proceeds of such sale subject to the terms and conditions of this Agreement and (B) all amounts received by the First Lien Secured Parties shall be applied to permanently reduce the First Lien Obligations. (b) To the extent that post-petition financing will be provided by any of the First Lien Secured Parties, the First Lien Secured Parties shall provide five (5) Business Days notice of such financing to the Second Lien Secured Parties prior to the entry of any order (interim or final) approving such financing. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentencesentence and Section 6.04 hereof, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Guaranty Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shallAgent, for itself and on behalf of the other First Lien Secured Parties, and the secured parties under any DIP Financing, shall be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Guaranty Lien as security for the First Lien ObligationsObligations and for such DIP Financing. (cd) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent the sum of (i) the aggregate principal amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the pre-petition First Lien Loan Documents as of Obligations (to the date of extent they are not included in such DIP Financing Financing) does not exceed the sum of (A) the aggregate amount of the pre-petition First Lien Obligations plus (B) $15,000,000. (e) Notwithstanding anything to the contrary herein, the Second Lien Secured Parties may object, on grounds other than lack of adequate protection, to any term of any DIP Cap AmountFinancing or cash collateral arrangement that (i) compels the First Lien 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 or cash collateral documentation or the order approving same, or (ii) requires the liquidation of all or substantially all of the Collateral prior to a default under the DIP Financing or cash collateral documentation or the order approving same.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) except to the extent permitted by paragraph (b) of this Section 6.01, will not oppose or object to the use of any First Lien Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing on assets that constitute First Lien Collateral to secure any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First First-Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Second-Priority Liens on assets constituting the Second Lien Collataral to the First First-Priority Liens and the DIP Financing Liens thereon on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any First Lien Collateral free and clear of the Second Second-Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protectionprotection in respect of any First Lien Obligations, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First First-Priority Liens and DIP Financing Liens on the same basis as the other Second Second-Priority Liens are subordinated to the First First-Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsAgreement. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent so long as (i) the principal amount of such DIP Financing plus (ii) Financing, when taken together with the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing Obligations, does not exceed the Maximum Priority Debt Amount and (ii) such DIP Cap AmountFinancing is not secured by any Indenture Exclusive Collateral.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, and subject to the provisions of Section 6.01(c), agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financingfinancing provided to any Grantor, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority LiensLiens on the Collateral, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens on the Collateral to the First Priority Liens on the Collateral, if applicable, and the DIP Financing Liens on the terms of this Agreement; provided that that, notwithstanding anything herein to the foregoing contrary, the Second Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not prevent the Second Lien Secured Parties from proposing be deemed to be an objection to any other DIP Financing proposals so long as (x) any court order approving such post-petition financing requires that the First Priority Claims be paid in full in cash as a condition to any Grantors such post-petition financing, and (y) the First Priority Claims are paid in full in cash on the date of such post-petition financing, which date shall be no later than 10 days after the date on which such post-petition financing is approved by the court in which such Insolvency or to a court of competent jurisdictionLiquidation Proceeding is pending; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to such DispositionDisposition free and clear of First Priority Liens. (b) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection in respect of any First Priority Claims or (ii) any objection, based on a claim of a lack of adequate protectionprotection with respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Priority Secured Party is granted seeks or requests adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsPriority Claims. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Priority Secured Parties with respect to any DIP Financing to the extent the principal amount of such DIP Financing, when taken together with the aggregate principal amount of the First Priority Claims (which, in each case, for the avoidance of doubt shall not include any First Priority Claims of the type described in clause (ii) of the definition thereof), does not exceed the sum of (i) the amount of such DIP Financing plus Indebtedness at the time permitted to be outstanding pursuant to clause (1) of the definition of “Permitted Debt” in Section 4.09(b) of the Second Priority Debt Document, and (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount$5,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Loan Document Obligations has occurred, the Second Lien Collateral AgentRepresentative, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to), the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless that is consented to, or not opposed or objected to, by the First Lien Secured Parties, Representative or a any other representative authorized by the First Lien Secured Parties, Parties or the Super Senior Representative or any other representative authorized by the Super Senior Secured Parties (and neither the Second Lien Representative nor any Second Lien Secured Party shall oppose or object to such use of cash collateral; (ii) will not oppose or object to seek any post-petition financing, whether provided relief in connection therewith that is in conflict with the relief being sought by the First Lien Secured Parties or Super Senior Secured Parties (it being understood that the foregoing shall not affect the rights of the Second Lien Secured Parties to seek adequate protection as provided in Section 6.01(b))); (ii) will be deemed to have consented to, and will not oppose or object to (or support any other personPerson in opposing or objecting to), any post-petition financing provided by one or more of the First Lien Secured Parties or one or more of the Super Senior Secured Parties under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless that is consented to, or not opposed or objected to, by the First Lien Secured PartiesRepresentative, the Super Senior Representative or a any other representative authorized by the First Lien Secured Parties, shall then oppose Parties or object to such DIP Financing or such DIP Financing Liens, the Super Senior Secured Parties and, to the extent that (A) such DIP Financing Liens are senior to, or rank pari passu with, the First Priority LiensLiens securing the First Lien Secured Obligations and Super Senior Secured Obligations, (B) the economic terms of such DIP Financing (i.e., the interest rate, fees, original issue discount and other similar terms) and the scheduled amortization applicable to such DIP Financing are on commercially reasonable terms, (C) such DIP Financing does not compel the Borrower or any other Grantor to seek confirmation of a specific plan of reorganization of which the material terms are set forth in the DIP Financing documentation or a relateddocument (it being agreed that the inclusion of termination events or milestones in the DIP Financing documentation shall not be deemed to constitute such a condition), (D) the DIP Financing documentation does not expressly require the sale, disposition or liquidation of all or any material portion of the Collateral prior to a default under the DIP Financing documentation, (E) the Second Lien Secured Parties are not required to release their Liens on the Collateral as a condition to such DIP Financing and (F) the sum of (x) the aggregate outstanding principal amount of loans and letters of credit under, together with the aggregate amount of undrawn commitments under, any DIP Financing (after giving effect to any Refinancing or “roll-up” of First Lien Loan Document Obligations and/or the Super Senior Loan Document Obligations) plus (y) the aggregate outstanding amount of the Capped First Lien Loan Document Obligations does not exceed the Maximum First Lien Principal Amount, the Second Lien Collateral Agent Representative will, for itself and on behalf of the other Second Lien Secured Parties, subordinate (and will be deemed to have subordinated) the Second Priority Liens to (1) the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that Agreement and (2) any customary “carve-out” for U.S. trustee fees specified in the foregoing shall not prevent the Second Lien Secured Parties from proposing any other financing order relating to such DIP Financing to any Grantors or to a court of competent jurisdictionFinancing; (iii) except to the extent permitted by paragraph (b) of this Section 6.016.01(b), in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to) any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy CodeCode (provided that the Second Lien Representative may object to the Disposition on any grounds that may be asserted by an unsecured creditor), or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, and the Super Senior Secured Parties, or a representative authorized by the Super Senior Secured Parties, shall consent to, or not oppose or object to, such Disposition;provided that, in the case of any such Disposition, notwithstanding the release of the Second Priority Liens thereon, the Second Priority Liens shall attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01 (and, for the avoidance of doubt, nothing in the foregoing shall be deemed to be a release of the Second Priority Liens on any such Proceeds, it being the express intent of the Second Lien Secured Parties that the Second Priority Liens attach to such DispositionProceeds). Notwithstanding anything to the contrary contained herein, nothing in this Section 6.01(a) shall prohibit any Second Lien Secured Party from proposing a DIP Financing so long as (A) no First Lien Secured Party and no Super Senior Secured Party has offered to provide a DIP Financing within three days of commencement of any Insolvency or Liquidation Proceeding, (B) the DIP Financing Liens with respect to such DIP Financing are junior to the First Priority Liens securing the First Lien Secured Obligations and the Super Senior Secured Obligations, (C) the economic terms of such DIP Financing (i.e., the interest rate, fees, original issue discount and other similar terms) and the scheduled amortization applicable to such DIP Financing are on commercially reasonable terms, (D) such DIP Financing does not compel the Borrower or any other Grantor to seek confirmation of a specific plan of reorganization of which the material terms are set forth in the DIP Financing documentation or a related document (it being agreed that the inclusion of termination events or milestones in the DIP Financing documentation shall not be deemed to constitute such a condition), (E) the DIP Financing documentation does not expressly require the sale, disposition or liquidation of all or any material portion of the Collateral prior to a default under the DIP Financing documentation, (F) the First Lien Secured Parties and the Super Senior Secured Parties are not required to release their Liens on the Collateral as a condition to such DIP Financing and (G) the sum of (x) the aggregate outstanding principal amount of loans and letters of credit under, together with the aggregate amount of undrawn commitments under, any such DIP Financing (after giving effect to any Refinancing or “roll-up” of Second Lien Secured Obligations) plus (y) the aggregate outstanding principal amount of the Second Lien Secured Obligations does not exceed the Maximum Second Lien Principal Amount plus $30,000,000. (ba) The Second Lien Collateral AgentRepresentative, for itself and on behalf of the other Second Lien Secured Parties, agrees that that, until the Discharge of First Lien Loan Document Obligations has occurred, no Second Lien Secured Party shall contest, or join or otherwise support any other person Person in contesting, (i) any request by the First Lien Collateral Agent Representative or any other First Lien Secured Party or the Super Senior Representative or any other Super Senior Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent Representative or any other First Lien Secured Party or the Super Senior Representative or any other Super Senior Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) if any First Lien Secured Party or Super Senior Secured Party is granted adequate protection in the form of a replacement Lien or a Lien on additional collateral, the Second Lien Collateral Agent Representative may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a replacement Lien or a Lien on such additional collateral, which Lien Liens will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or Agreement, and (B) the Second Lien Representative and other Second Lien Secured Parties may seek adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding in the form of (x) Liens on additional collateral or replacement Liens on the Collateral, provided that, in either such case, as adequate protection for the First Lien Secured Obligations, the First Lien Representative, on behalf of the First Lien Secured Parties, and as adequate protection for the Super Senior Secured Obligations, the Super Senior Representative, on behalf of the Super Senior Secured Parties, is also granted (or has previously been granted) a senior Lien on such additional collateral or senior replacement Liens on the Collateral, as applicable, (y) an administrative expense claim (including a superpriority administrative claim), provided that, as adequate protection for the First Lien Secured Obligations, the First Lien Representative, on behalf of the First Lien Secured Parties and as adequate protection for the Super Senior Secured Obligations, the Super Senior Representative, on behalf of the Super Senior Secured Parties, is also granted (or has previously been granted) an administrative expense claim that is senior and prior to the administrative expense claim (including any superpriority administrative claim) of the Second Lien Representative and the Second Lien Secured Parties, or (z) the current payment of out-of-pocket fees and expenses of counsel and advisors incurred by the Second Lien Representative;provided further that, in the case of each of clauses (x) and (y), (I) to the extent the First Lien Secured Parties and the Super Senior Secured Parties are not granted such adequate protection in the applicable form, any amounts recovered by or distributed to any Second Lien Secured Party is granted adequate protection in the form pursuant to or as a result of a any such Lien on additional collateral, any such replacement Lien or any such administrative expense claim granted to or for the benefit of the Second Lien Secured Parties shall be subject to Section 4.02 and (II) the Second Lien Secured Parties shall have agreed (and by virtue of accepting any such adequate protection shall be deemed to have agreed) pursuant to Section 1129(a)(9) of the Bankruptcy Code that any Section 507(b) claims arising in respect of any adequate protection granted to the Second Lien Secured Parties may be paid under a plan of reorganization in any form having a value on the effective date of such plan equal to the allowed amount of such claims (i.e., are not required to be paid solely in cash). It is understood and agreed that nothing in clause (B) above shall modify or otherwise affect the other agreements by or on behalf of the Second Lien Representative or the Second Lien Secured Parties set forth in this Agreement (including the agreements to consent to or not to oppose or object that are set forth in Section 6.01(a)). Until the Discharge of First Lien Collateral Agent shallLoan Document Obligations has occurred, the Second Lien Representative, for itself and on behalf of the other First Second Lien Secured Parties, be granted adequate protection agrees that, in the form event of a Lien on such additional collateral that is senior any Insolvency or Liquidation Proceeding, except to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding extent permitted by the foregoing, the applicable foregoing provisions of this Section 6.01(a) and (b) shall only be binding on 6.01(b), the Second Lien Secured Parties with respect to will not assert any DIP Financing to the extent claim (ior support any other Person in asserting any claim) the amount of such DIP Financing plus (iiunder Section 507(b) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap AmountBankruptcy Code.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amountsum of (i) the Maximum First Lien Amount and (ii) $25,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (iiA) will not oppose or object to any post-petition financingfinancing provided to any Grantor, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “"DIP Financing”FINANCING"), or the Liens securing any DIP Financing (“"DIP Financing Liens”FINANCING LIENS"), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu PARI PASSU with, the First Priority LiensLiens on the Collateral, or the First Priority Claims are (x) included as obligations under such DIP Financing or (y) are repaid with proceeds of the DIP Financing, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens on the Collateral (and any and all Liens that would have constituted Second Priority Liens but for the fact that they secure principal amounts in excess of the Maximum Second Priority Indebtedness Amount) to the First Priority Liens on the Collateral, if applicable, and the DIP Financing Liens (including if the First Priority Claims are (x) included as obligations under such DIP Financing or (y) are repaid with proceeds of the DIP Financing) on the terms of this Agreement (and each Person holding any Excess Claims will subordinate its Liens securing such Excess Claims to the Second Priority Claims, the First Priority Liens and the DIP Financing Liens on the terms of this Agreement); provided that and (B) will not propose any DIP Financing to any Grantor. Notwithstanding anything to the foregoing contrary, the Second Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not prevent the Second Lien Secured Parties from proposing be deemed to be an objection to any other DIP Financing proposals so long as (x) any court order approving such post-petition financing requires that the First Priority Claims be paid in full in cash as a condition to any Grantors such post-petition financing, and (y) the First Priority Claims are paid in full in cash on the date of such post-petition financing, which date shall be no later than 10 days after the date on which such post-petition financing is approved by the court in which such Insolvency or to a court of competent jurisdictionLiquidation Proceeding is pending; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens (or any and all Liens that would have constituted Second Priority Liens but for the fact that they secure principal amounts in excess of the Maximum Second Priority Indebtedness Amount) or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection in respect of any First Priority Claims or (ii) any objection, based on a claim of a lack of adequate protectionprotection with respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsPriority Claims. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Priority Secured Parties with respect to any DIP Financing to the extent the principal amount of such DIP Financing, when taken together with the aggregate principal amount of the First Priority Claims (which, in each case, for the avoidance of doubt shall not include any First Priority Claims of the type described in clause (b) of the first paragraph of the definition thereof), does not exceed the sum of (i) the amount of such DIP Financing Maximum First Priority Indebtedness Amount, plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount$10,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (iiA) will not oppose or object to any post-petition financingfinancing provided to any Grantor, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “"DIP Financing”"), or the Liens securing any DIP Financing (“"DIP Financing Liens”"), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority LiensLiens on the Collateral, or the First Priority Claims are (x) included as obligations under such DIP Financing or (y) are repaid with proceeds of the DIP Financing, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens on the Collateral to the First Priority Liens on the Collateral, if applicable, and the DIP Financing Liens (including if the First Priority Claims are (x) included as obligations under such DIP Financing or (y) are repaid with proceeds of the DIP Financing) on the terms of this Agreement (and each Person holding any Excess Claims will subordinate its Liens securing such Excess Claims to the Second Priority Claims, the First Priority Liens and the DIP Financing Liens on the terms of this Agreement); provided that and (B) will not propose any DIP Financing to any Grantor. Notwithstanding anything to the foregoing contrary, the Second Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not prevent the Second Lien Secured Parties from proposing be deemed to be an objection to any other DIP Financing proposals so long as (x) any court order approving such post-petition financing requires that the First Priority Claims be paid in full in cash as a condition to any Grantors such post-petition financing, and (y) the First Priority Claims are paid in full in cash on the date of such post-petition financing, which date shall be no later than 10 days after the date on which such post-petition financing is approved by the court in which such Insolvency or to a court of competent jurisdictionLiquidation Proceeding is pending; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection in respect of any First Priority Claims or (ii) any objection, based on a claim of a lack of adequate protectionprotection with respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsPriority Claims. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Priority Secured Parties with respect to any DIP Financing to the extent the principal amount of such DIP Financing, when taken together with the aggregate principal amount of the First Priority Claims (which, in each case, for the avoidance of doubt shall not include any First Priority Claims of the type described in clause (b) or (c) of the first paragraph of the definition thereof), does not exceed the sum of (i) the amount of such DIP Financing plus Maximum First Priority Indebtedness Amount, and (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount$5,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties and the Third Lien Secured Parties, as applicable: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, each of the Second Lien Collateral Agent willAgent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, will subordinate the Second Priority Liens or Third Priority Liens, as applicable, to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties or the Third Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (bc) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or the Third Priority Liens, as applicable, or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Third Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any DIP Financing or any DIP Financing Liens, unless the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the Second Priority Liens, the Third Lien Collateral Agent will, for itself and on behalf of the other Third Lien Secured Parties, subordinate the Third Priority Liens to the Second Priority Liens and the DIP Financing Liens on the terms of this Agreement; ; provided that the foregoing shall not prevent the Third Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (c) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Third Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the Second Lien Secured Parties, or a representative authorized by the Second Lien Secured Parties, shall consent to such Disposition. (i) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (iA) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (iiB) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding, and (ii) the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no Third Lien Secured Party shall contest, or support any other person in contesting, (A) any request by the First Lien Collateral Agent or any other First Lien Secured Party, or the Second Lien Collateral Agent or any other Second Lien Secured Party for adequate protection or (B) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party, or the Second Lien Collateral Agent or any other Second Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, each of the Second Lien Collateral Agent mayAgent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens and Third Priority Liens, as applicable, are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien as security for the First Lien Obligations and for such DIP Financing, and the Third Lien Collateral Agent may, for itself and on behalf of the other Third Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral that is senior collateral, which Lien will be subordinated to such the First Priority Liens, Second Priority Liens and DIP Financing Liens on the same basis as the other Third Priority Liens are subordinated to the First Priority Liens and Second Priority Liens under this Agreement, or (C) any Third Lien Secured Party is granted adequate protection in the form of additional collateral, each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, shall be granted adequate protection in the form of a Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) Obligations and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of Obligations, as applicable, and for such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap AmountFinancing.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Indebtedness has occurred, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Administrative Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.016.1, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and; (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition; and (v) will not assert in connection with any Disposition of any Collateral any rights under Section 363(k) of the Bankruptcy Code or otherwise credit bid any of the Second Lien Indebtedness, unless such credit bid includes a cash portion for any amounts with respect to the First Lien Indebtedness. (b) The Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted seeks adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Administrative Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsIndebtedness. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a6.1(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) to the extent Refinanced in connection with, and included as part of, such DIP Cap AmountFinancing, the aggregate principal amount of the pre-petition First Lien Obligations, (ii) the pre-petition unused portion of the Borrowing Base (as defined in the Original First Lien Credit Agreement) in effect immediately prior to the commencement of such Insolvency Proceeding and (iii) an amount equal to 20% of the sum of clauses (i) and (ii).

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) : will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) ; will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Administrative Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing (A) objecting to any other provisions in any DIP Financing to the extent under a plan of reorganization providing that the DIP Financing can be rolled into an exit financing, (B) objecting to any Grantors DIP Financing which requires or approves a plan of reorganization, (C) objecting to any term of the DIP Financing requiring the sale, liquidation or disposition of Collateral before a court of competent jurisdiction; default under the DIP Financing exists, or (iiiD) asserting any objection to the DIP Financing available to an unsecured creditor; except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing LiensLiens unless the First Lien Secured Parties are deemed by a court of competent jurisdiction to be fully secured on the petition date of any Insolvency Proceeding and have received payment in full in cash of current post-petition interest, incurred fees and expenses, then the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments; and the Second Lien Administrative Agent and the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of additional collateral, provided the First Lien Secured Parties shall also be granted a Lien on such additional collateral as security for the First Lien Obligations and for any DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP Financing (ivand all Obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other First Priority Liens under this Agreement and the Liens securing any DIP Financing; and will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. ; provided that (a) the cash proceeds of such sale are used to repay and permanently reduce the DIP Financing or the First Lien Obligations, and (b) the Lien of the Second Lien Secured Parties in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Administrative Agent) shall attach to the proceeds thereof, subject to the terms of this Agreement. The Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Administrative Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) . Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) that the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) the outstanding principal amount of the pre-petition First Lien Obligations refinanced by such DIP Financing; provided that, with respect to the outstanding principal balance of credit extended and the face amount of outstanding letters of credit under the First Lien Loan Documents, such amount shall not exceed the First Lien Cap Amountplus (ii) an amount equal to 10% of the outstanding principal amount of the pre-petition First Lien Obligations, whether or not refinanced by such DIP Financing; provided that, for purposes of such calculation, the outstanding principal balance of credit extended and the face amount of outstanding letters of credit under the First Lien Loan Documents, such amount shall not exceed the First Lien Cap.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) will agree that any customary “carve-out” or other similar administrative priority expense or claim consented to in writing by First Lien Collateral Agent to be paid prior to the Discharge of First Lien Obligations be deemed for purposes of Section 6.01(a): (A) to be a use of cash collateral; and (B) not to be a principal amount of DIP Financing at the time of such consent; (iv) will not provide DIP Financing to a Borrower or other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; (v) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (ivvi) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition Property subject to adequate protection liens, if any, in favor of the Second Lien Collateral Agent) attach to the proceeds thereof, subject to the terms of this Agreement. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing Financings to the extent that the sum of (i) the aggregate principal amount of such the DIP Financing plus (ii) the aggregate outstanding principal amount of all loans Indebtedness for borrowed money constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents as plus (iii) the aggregate face amount of any letters of credit issued and outstanding under the date of such DIP Financing First Lien Credit Agreement does not exceed the DIP sum of (A) the First Lien Cap AmountAmount plus (B) $90,000,000.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, Parties agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens to the First Priority Liens Liens, if applicable, and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent that, this clause (ii) will only be binding on the Second Lien Priority Secured Parties from proposing with respect to any other DIP Financing to any Grantors or the extent the principal amount of such DIP Financing, when taken together with the aggregate principal amount of the First Priority Claims (other than Hedging Obligations and Treasury Management Obligations), does not exceed the sum of $100 million plus the aggregate amount of Indebtedness permitted to a court be outstanding pursuant to clause (1) of competent jurisdictionthe definition of “Permitted Indebtedness” of the Second Priority Debt Agreement (as in effect on the Issue Date), without giving effect to the proviso at the end thereof; (iii) except to the extent permitted by paragraph (b) of this Section 6.016.1, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and; (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to, or not oppose or object to, such Disposition free and clear of First Priority Liens, so long as the proceeds are applied in accordance with this Agreement; and (v) without the prior written consent of the First Priority Agent, no Second Priority Secured Party will (nor will any of Second Priority Secured Party join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any of the Companies or any Subsidiary, (i) oppose, object to or contest the determination of the extent of any Liens held by any First Priority Secured Party or the value of any claims of any such Dispositionholder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the First Priority Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code. (b) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection in respect of any First Priority Claims or (ii) any objection, based on a claim of a lack of adequate protectionprotection with respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Priority Secured Party is granted seeks or requests adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsPriority Claims. (c) Notwithstanding anything to the foregoingcontrary in this Agreement but subject to clause (d) below, the applicable provisions holders of Section 6.01(a) and (b) shall only be binding on the Second Lien Priority Debt Documents retain their rights under the Bankruptcy Code to make post-petition financing proposals, and such proposals shall not be deemed to be an objection to any other DIP Financing proposals, so long as (x) any court order approving such post-petition financing proposed by any such Second Priority Secured Parties Party requires that the Discharge of First Priority Claims shall have occurred as a condition to any payment being due with respect to such post-petition financing, and (y) the Discharge of First Priority Claims occurs prior to the date of any payment being due with respect to such post-petition financing. (d) Without the prior written consent of the First Priority Agent, the Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, agrees not to propose, support or enter into any DIP Financing to Financing, if the extent (i) the amount effect of such DIP Financing plus (ii) would be that the aggregate outstanding principal amount of all loans outstanding under Second Priority Claims would no longer be subordinated to the First Lien Loan Documents as Priority Claims in the manner set forth in this Agreement, or the Second Priority Secured Parties would recover any payments they are not otherwise entitled to under this Agreement, including by way of adequate protection. (e) The Second Priority Agent, for itself and on behalf of the date other Second Priority Secured Parties, waives any claim that may be had against the First Priority Agent or any other First Priority Secured Party arising out of such any DIP Financing does Liens (granted in a manner that is not exceed inconsistent with this Agreement) or administrative expense claim under Section 364 of the DIP Cap AmountBankruptcy Code. (f) Notwithstanding anything to the contrary contained in any Debt Document, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Priority Agent for itself and on behalf of each other Second Priority Secured Party, agrees that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets constituting Collateral subject to an enforceable Lien in favor of the Second Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the First Priority Agent for the benefit of the First Priority Secured Parties in the same form as received but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occurs, the Second Priority Agent, for itself and on behalf of each other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, the attorney-in-fact of each Second Priority Secured Party for the limited purpose of carrying out the provisions of this clause (f) and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this clause (f), which appointment is irrevocable and coupled with an interest.

Finance and Sale Matters. (a) Until the Discharge of First the Priority Lien Obligations has occurred, the Second Parity Junior Lien Collateral Agent, for itself and on behalf of the other Second Parity Junior Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation ProceedingProceeding involving Holdings, Xxxx Rental or any other Grantor, the Second Parity Junior Lien Secured Parties: (i1) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Priority Lien Secured Parties, or a representative authorized by the First Required Priority Lien Secured PartiesDebtholders, shall oppose or object to such use of cash collateral; (ii2) will not oppose or object to any post-petition financing, whether provided by the First Priority Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Priority Lien Secured Parties, or a representative authorized by the First Priority Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Parity Junior Lien Collateral Agent willshall, for itself and on behalf of the other Second Parity Junior Lien Secured Parties, subordinate the Second Priority Parity Junior Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that Agreement and, to the foregoing shall not prevent extent agreed by the Second Priority Lien Secured Parties from proposing any other DIP Financing Parties, to any Grantors “carveout” for professional fees or to a court of competent jurisdictionUnited States trustee fees by the Priority Lien Collateral Agent; (iii3) except to the extent permitted by paragraph (bSection 5.1(a)(2) of this Section 6.01or 5.1(b), in connection with the use of cash collateral as described in clause (iSection 5.1(a)(1) above or a any DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateralCollateral, DIP Financing or DIP Financing Liens; and (iv4) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Parity Junior Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Priority Lien Secured Parties, or a representative authorized by the First Priority Lien Secured Parties, shall consent to such DispositionDisposition free and clear of the Priority Liens. (b) The Second Parity Junior Lien Collateral Agent, for itself and on behalf of the other Second Parity Junior Lien Secured Parties, agrees that no Second Parity Junior Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Priority Lien Collateral Agent or any other First Priority Lien Secured Party for adequate protection or similar claim under applicable Bankruptcy Law or (ii) any objection, based on a claim of a lack of adequate protectionprotection or similar claim under applicable Bankruptcy Law, by the First Priority Lien Collateral Agent or any other First Priority Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentenceforegoing, if, in connection with any DIP Financing or use of cash collateral, (A) any First Priority Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Parity Junior Lien Collateral Agent may, for itself and on behalf of the other Second Parity Junior Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under terms of this Agreement or (B) any Second Parity Junior Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Priority Lien Collateral Agent shall, for itself and on behalf of the other First Priority Lien Secured Parties, be granted adequate protection in the form of a first-priority Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Priority Lien ObligationsObligations and for such DIP Financing in accordance with the terms of this Agreement and the Parity Junior Lien Collateral Agent hereby consents (on behalf of itself and the other Parity Junior Lien Secured Parties) to such grant of a first-priority Lien on such additional collateral by the applicable Grantor to the Priority Lien Collateral Agent for the benefit of the Priority Lien Secured Parties. All Liens granted to the Priority Lien Collateral Agent or any Priority Lien Secured Party or the Parity Junior Lien Collateral Agent or any other Parity Junior Lien Collateral Agent in respect of any such additional Collateral shall be subject to the Lien priorities provided in this Agreement. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(aSections 5.1(a) and (b) shall only be binding on applicable as to the Second Parity Junior Lien Secured Parties with respect to any DIP Financing to the extent (i) that the amount sum of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing and the Priority Lien Obligations does not exceed the DIP Cap Amountamount of the Priority Lien Cap. (d) Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the holders of Parity Junior Lien Obligations and the Parity Junior Lien Collateral Agent may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including the commencement of Insolvency or Liquidation Proceedings against Holdings or any other Grantor in accordance with applicable law; provided, that the holders of Parity Junior Lien Obligations and each Parity Junior Lien Representative may not take any of the actions prohibited under Section 2.6(b) or oppose or contest any order that they have agreed not to oppose or contest under clauses (1) through (4) of Section 5.1(a).

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, and the Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties and the Third Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (ii) (A) will not oppose or object to any post-petition financingfinancing provided to any Grantor, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “First DIP Financing”), or the Liens securing any First DIP Financing (“First DIP Financing Liens”), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such First DIP Financing or such First DIP Financing Liens, and, to the extent that such First DIP Financing Liens are senior to, or rank pari passu with, the First Priority LiensLiens on the Collateral, or the First Priority Claims are (x) included as obligations under such First DIP Financing or (y) are repaid with proceeds of the First DIP Financing, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens on the Collateral and the Third Priority Agent will, for itself and on behalf of the other Third Priority Secured Parties, subordinate the Third Priority Liens on the Collateral, in each case, to the First Priority Liens on the Collateral, if applicable, and to the First DIP Financing Liens (including if the First Priority Claims are (x) included as obligations under such First DIP Financing or (y) are repaid with proceeds of the First DIP Financing) on the terms of this Agreement (and each Person holding any Excess Claims will subordinate its Liens securing such Excess Claims to the Third Priority Claims, the Second Priority Claims, the First Priority Liens and the First DIP Financing Liens on the terms of this Agreement); provided that the foregoing shall and (B) will not prevent the Second Lien Secured Parties from proposing propose any other First DIP Financing to any Grantors Grantor. Notwithstanding anything to the contrary, the Second Priority Secured Parties and the Third Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not be deemed to be an objection to any other First DIP Financing proposals so long as (x) any court order approving such post-petition financing requires that the First Priority Claims be paid in full in cash as a condition to such post-petition financing, and (y) the First Priority Claims are paid in full in cash on the date of such post-petition financing, which date shall be no later than 10 days after the date on which such post-petition financing is approved by the court in which such Insolvency or to a court of competent jurisdictionLiquidation Proceeding is pending; (iii) except to the extent permitted by paragraph (bc) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a First DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, First DIP Financing or First DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens, the Third Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to such Disposition. (b) After the Discharge of First Priority Claims and until the Discharge of Second Priority Claims, the Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Third Priority Secured Parties and the Third Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the Second Priority Secured Parties, or a representative authorized by the Second Priority Secured Parties, shall oppose or object to such use of cash collateral; (ii) (A) will not oppose or object to any post-petition financing provided to any Grantor, whether provided by the Second Priority Secured Parties or any other Person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “Second DIP Financing”), or the Liens securing any Second DIP Financing (“Second DIP Financing Liens”), unless the Second Priority Secured Parties, or a representative authorized by the Second Priority Secured Parties, shall then oppose or object to such Second DIP Financing or such Second DIP Financing Liens, and, to the extent that such Second DIP Financing Liens are senior to, or rank pari passu with, the Second Priority Liens on the Collateral, or the Second Priority Claims are (x) included as obligations under such Second DIP Financing or (y) are repaid with proceeds of the Second DIP Financing, the Third Priority Agent will, for itself and on behalf of the other Third Priority Secured Parties, subordinate the Third Priority Liens on the Collateral to the Second Priority Liens on the Collateral, if applicable, and to the Second DIP Financing Liens (including if the Second Priority Claims are (x) included as obligations under such Second DIP Financing or (y) are repaid with proceeds of the Second DIP Financing) on the terms of this Agreement (and each Person holding any Excess Claims will subordinate its Liens securing such Excess Claims to the Third Priority Claims, the Second Priority Claims, and the Second DIP Financing Liens on the terms of this Agreement); and (B) will not propose any Second DIP Financing to any Grantor. Notwithstanding anything to the contrary, the Third Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not be deemed to be an objection to any other Second DIP Financing proposals so long as (x) any court order approving such post-petition financing requires that the Second Priority Claims be paid in full in cash as a condition to such post-petition financing, and (y) the Second Priority Claims are paid in full in cash on the date of such post-petition financing, which date shall be no later than 10 days after the date on which such post-petition financing is approved by the court in which such Insolvency or Liquidation Proceeding is pending; (iii) except to the extent permitted by paragraph (c) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a Second DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, Second DIP Financing or Second DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Third Priority Liens, or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the Second Priority Secured Parties, or a representative authorized by the Second Priority Secured Parties, shall consent to such Disposition. (c) (i) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, and the Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, agrees that no Second Lien Priority Secured Party or Third Priority Secured Party shall contest, or support any other person Person in contesting, (ix) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection in respect of any First Priority Claims or (iiy) any objection, based on a claim of a lack of adequate protectionprotection with respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any First DIP Financing or use of cash collateral, (A) any First Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties and the Third Priority Agent may, for itself and on behalf of the other Third Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens (and to the Second Priority Liens, in the case of the Third Priority Claims) and First DIP Financing Liens on the same basis as the other Second Priority Liens and the Third Priority Liens are subordinated to the First Priority Liens (or to the Second Priority Liens, in the case of the Third Priority Claims) under this Agreement or Agreement, (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral as security for the First Priority Claims that is senior to such Second Priority Lien on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens and senior to the Third Priority Liens under this Agreement, and (C) any Third Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Priority Agent will, for itself and on behalf of the other First Priority Secured Parties and the Second Priority Agent will, for itself and on behalf of the other Second Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Third Priority Lien as security for the First Lien Obligations. (c) Notwithstanding Priority Claims and the foregoingSecond Priority Claims, as the applicable provisions of Section 6.01(a) and (b) shall only be binding case may be, on the Second Lien Secured Parties with respect to any DIP Financing same basis as the other Third Priority Liens are subordinated to the extent (i) First Priority Liens and the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding Second Priority Liens under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amountthis Agreement.

Finance and Sale Matters. (a) If in any Insolvency and Liquidation Proceeding, any post-petition financing is provided by one or more of the Super Senior Secured Parties or any of their Affiliates under Section 364 of the Bankruptcy Code, or any other comparable provision of any other Bankruptcy Law (a “DIP Financing” and the liens thereunder, the “DIP Financing Liens”), the Super Senior Secured Parties will use commercially reasonable efforts to afford all First Lien Lenders in a commercially reasonable manner the opportunity to participate in such DIP Financing in a manner that results in an allocation of all loans and commitments under, and interest and fees received on account of, such DIP Financing (including any roll-up component thereof) that is consistent with the ratable holdings of the First Lien Lenders of the outstanding loans under the First Lien Credit Agreement that choose to participate in such DIP Financing (determined as of the date on which such Insolvency and Liquidation Proceeding is initiated or any other “record date” that has been determined in good faith), and each of the provisions that affects the Vector Subordinated Note Collateral in any documents in respect of such DIP Financing shall be in form and substance reasonably satisfactory to the Majority First Lien Revolving Lenders. (a) Until the Discharge of First Lien Super Senior Loan Documents Obligations has occurred, the Second First Lien Collateral AgentRepresentative, for itself and on behalf of the other Second First Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second First Lien Secured Parties: (i) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to), the use of any Collateral (other than, in the case of the First Lien Revolving Lenders and Issuing Bank, the Vector Subordinated Note Collateral) constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless that is consented to, or not opposed or objected to, by the Super Senior Representative or any other representative authorized by the Super Senior Secured Parties (and neither the First Lien Representative nor any First Lien Secured Party shall seek any relief in connection therewith that is in conflict with the relief being sought by the Super Senior Secured Parties (it being understood that the foregoing shall not affect the rights of the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object Parties to such use of cash collateralseek adequate protection as provided in Section 6.01(c))); (ii) will be deemed to have consented to, and will not oppose or object to (or support any post-petition financingother Person in opposing or objecting to), whether provided any DIP Financing, or the DIP Financing Liens securing such DIP Financing, that is consented to, or not opposed or objected to, by the First Lien Secured Parties Super Senior Representative or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Super Senior Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that (A) such DIP Financing Liens are senior to, or rank pari passu with, the Super Priority Liens securing the Super Senior Secured Obligations, (B) the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate Parties are not required to release their Liens on the Second Priority Collateral as a condition to such DIP Financing and (C) (1) such DIP Financing Liens do not rank senior to the First Priority Liens of, and the claims of such DIP Financing rank junior to the claims and priority of, theFirst Lien Revolving Lenders and Issuing Bank with respect to the Vector Subordinated Note Collateral and (2) the documents in respect of the DIP Financing Liens on the terms include a provision substantially similar to Section 4.04 of this Agreement; provided that Agreement (replacing terms in respect of the foregoing shall not prevent the Second Lien Super Senior Secured Parties from proposing any other Obligations with corresponding terms in respect of obligations under such DIP Financing to any Grantors or to a court of competent jurisdiction;Financing). (iii) except to the extent permitted by paragraph (bSection 6.01(c) and except with respect to the Vector Subordinated Note Collateral in the case of this Section 6.01the First Lien Revolving Lenders and Issuing Bank, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will be deemed to have consented to, and will not oppose or object to (or support any other Person in opposing or objecting to) any Disposition of any Collateral free and clear of the Second First Priority Liens or other claims under Section 363 of the Bankruptcy CodeCode (provided that the First Lien Representative may object to the Disposition on any grounds that may be asserted by an unsecured creditor), or any comparable provision of any other Bankruptcy Law, if the First Lien Super Senior Secured Parties, or a representative authorized by the First Lien Super Senior Secured Parties, shall consent to, or not oppose or object to, such Disposition;provided that, (A) in the case of any such Disposition, notwithstanding the release of the First Priority Liens thereon, the First Priority Liens shall attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01 (and, for the avoidance of doubt, nothing in the foregoing shall be deemed to be a release of the First Priority Liens on any such Proceeds, it being the express intent of the First Lien Secured Parties that the First Priority Liens attach to such DispositionProceeds) and (B)(1) any Disposition of the Vector Subordinated Note Collateral shall not be permitted without the prior written consent of the Majority First Lien Revolving Lenders and (2) the First Lien Revolving Lenders and Issuing Bank may oppose or object to (or support any other Person in opposing or objecting to) any Disposition of the Vector Subordinated Note Collateral to the extent required to protect their rights, priority and Liens with respect thereto. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.01(b) shall prohibit any First Lien Secured Party from proposing a DIP Financing so long as such DIP Financing would, on the closing date thereof, result in a Discharge of the Super Senior Secured Obligations. (b) The Second First Lien Collateral AgentRepresentative, for itself and on behalf of the other Second First Lien Secured Parties, agrees that that, until the Discharge of Super Senior Loan Documents Obligations has occurred, no Second First Lien Secured Party shall contest, or join or otherwise support any other person Person in contesting, (i) any request by the First Lien Collateral Agent Super Senior Representative or any other First Lien Super Senior Secured Party for adequate protection or, subject to clause (B) of the proviso to Section 6.01(b)(iv), for the roll-up of the loans under the Super Senior Credit Agreement into loans under any DIP Financing, or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent Super Senior Representative or any other First Lien Super Senior Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) if any First Lien Super Senior Secured Party is granted adequate protection in the form of a replacement Lien or a Lien on additional collateral, the Second First Lien Collateral Agent Representative may, for itself and on behalf of the other Second First Lien Secured Parties, seek or request adequate protection in the form of a replacement Lien or a Lien on such additional collateral, which Lien Liens will be subordinated to the First Super Priority Liens and DIP Financing Liens on the same basis as the other Second First Priority Liens are subordinated to the First Super Priority Liens under this Agreement or Agreement, and (B) any Second the First Lien Representative and other First Lien Secured Party Parties may seek adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding in the form of (1) solely with respect to the First Lien Revolving Lenders and Issuing Bank, adequate protection to the extent required to protect their rights, Liens and priority with respect to the Vector Subordinated Note Collateral and (2)(x) Liens on additional collateral or replacement Liens on the Collateral, provided that, in either such case, as adequate protection for the Super Senior Secured Obligations, the Super Senior Representative, on behalf of the Super Senior Secured Parties, is also granted (or has previously been granted) a senior Lien on such additional collateral or senior replacement Liens on the Collateral, as applicable, (y) an administrative expense claim (including a superpriority administrative claim), provided that, as adequate protection for the Super Senior Secured Obligations, the Super Senior Representative, on behalf of the Super Senior Secured Parties, is also granted (or has previously been granted) an administrative expense claim that is senior and prior to the administrative expense claim (including any superpriority administrative claim) of the First Lien Representative and the First Lien Secured Parties, or (z) (1) the current payment of out-of-pocket fees and expenses of counsel and advisors incurred by the First Lien Representative and (ii) solely with respect the Vector Subordinated Note Collateral, the current payment of out-of-pocket fees and expenses of counsel and advisors incurred by the First Lien Revolving Lenders and Issuing Bank;provided further that, in the case of each of clauses (2)(x) and (2)(y), (I) to the extent the Super Senior Secured Parties are not granted such adequate protection in the form applicable form, any amounts recovered by or distributed to any First Lien Secured Party pursuant to or as a result of a any such Lien on additional collateral, any such replacement Lien or any such administrative expense claim granted to or for the benefit of the First Lien Collateral Agent shallSecured Parties shall be subject to Section 4.02 and (II) the First Lien Secured Parties shall have agreed (and by virtue of accepting any such adequate protection shall be deemed to have agreed) pursuant to Section 1129(a)(9) of the Bankruptcy Code that any Section 507(b) claims arising in respect of any adequate protection granted to the First Lien Secured Parties may be paid under a plan of reorganization in any form having a value on the effective date of such plan equal to the allowed amount of such claims (i.e., are not required to be paid solely in cash). It is understood and agreed that nothing in clause (B) above shall modify or otherwise affect the other agreements by or on behalf of the First Lien Representative or the First Lien Secured Parties set forth in this Agreement (including the agreements to consent to or not to oppose or object that are set forth in Section 6.01(a)). Until the Discharge of Super Senior Loan Documents Obligations has occurred, the First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection agrees that, in the form event of a Lien on such additional collateral that is senior any Insolvency or Liquidation Proceeding, except to such Second Priority Lien as security for the extent permitted by the foregoing provisions of this Section 6.01(b), the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under other than the First Lien Loan Documents as Revolving Lenders and Issuing Bank in respect of the date Vector Subordinated Note Collateral) will not assert any claim (or support any other Person in asserting any claim) under Section 507(b) of such DIP Financing does not exceed the DIP Cap AmountBankruptcy Code.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) except to the extent permitted by paragraph (b) of this Section 6.01, will not oppose or object to the use of any First Lien Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing on assets that constitute First Lien Collateral to secure any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First First-Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Second-Priority Liens on assets constituting the Second Lien Collateral to the First First-Priority Liens and the DIP Financing Liens thereon on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any First Lien Collateral free and clear of the Second Second-Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protectionprotection in respect of any First Lien Obligations, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First First-Priority Liens and DIP Financing Liens on the same basis as the other Second Second-Priority Liens are subordinated to the First First-Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsAgreement. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent so long as (i) the principal amount of such DIP Financing plus (ii) Financing, when taken together with the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing Obligations, does not exceed the Maximum Priority Debt Amount and (ii) such DIP Cap AmountFinancing is not secured by any Indenture Exclusive Collateral.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement Agreement, and will not seek or request, and will not accept, adequate protection in any other form that has not been granted to the First Lien Agent or any other First Lien Secured Party, or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) to the extent Refinanced in connection with, and included as part of, such DIP Cap AmountFinancing, the aggregate principal amount of the pre-petition First Lien Obligations, (ii) the pre-petition unused portion of the Borrowing Base and (iii) an amount equal to 20% of the sum of clauses (i) and (ii).

Finance and Sale Matters. (a) Until the Discharge of First Lien ABL Obligations has occurred, occurred (other than a Discharge of ABL Obligations arising from the Second Lien Collateral Agent, for itself and on behalf Refinancing of the other Second Lien Secured PartiesABL Obligations with the proceeds of a DIP Financing (as defined below) or otherwise), each of the Subordinated Creditors agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Partiessuch Subordinated Creditor: (i) will not oppose take any step or action (whether directly or indirectly) in such Insolvency Proceeding to oppose, object to to, impede, or delay the use of any ABL Collateral constituting cash collateral (including, without limitation, any and all terms of any cash collateral order) under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien ABL Secured Parties, or a representative authorized by the First Lien requisite ABL Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose take any step or action (whether directly or indirectly) in such Insolvency Proceeding to oppose, object to to, impede, or delay any post-petition financingequity or debt financing (including, without limitation, any and all terms of any financing agreement, related documents and financing order), whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), or any grant of adequate protection in connection with any DIP Financing, unless in each case the First Lien ABL Secured Parties, or a representative authorized by the First Lien requisite ABL Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection (except as otherwise provided under Section 3.04(b) hereof) or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose take any step or action (whether directly or indirectly) in such Insolvency Proceeding to oppose, object to to, impede, or delay any Disposition sale or other disposition of any Collateral assets (including, without limitation, the terms and conditions of any bidding procedures orders, sale orders and any and all purchase and sale agreements and related documents) free and clear of Liens under the Second Priority Liens ABL Security Documents or other claims claims, whether under Section 363 of the Bankruptcy Code, Code (or any comparable provision of any other Bankruptcy Law) or otherwise, if the First Lien ABL Secured Parties, or a representative authorized by the First Lien requisite ABL Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf Each of the other Second Lien Secured Parties, Subordinated Creditors agrees that no Second Lien Secured Party it shall contestnot oppose, contest or challenge, or support any other person in contestingopposing, contesting or challenging, (i) any request by the First Lien Collateral ABL Agent or any other First Lien ABL Secured Party for adequate protection in any form or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral ABL Agent or any other First Lien ABL Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding Each of the foregoingSubordinated Creditors hereby expressly and irrevocably waives, for the applicable benefit of ABL Agent and ABL Secured Parties any principles or provisions of Section 6.01(alaw (including as set forth in any Bankruptcy Law, statutory or otherwise) which are or might be in conflict with the terms of this Agreement and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount legal or equitable discharge of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap AmountSubordinated Creditor’s obligations hereunder.

Finance and Sale Matters. (a) i. Until the Discharge of First Lien ABL Obligations has occurred, occurred (other than a Discharge of ABL Obligations arising from the Second Lien Collateral Agent, for itself and on behalf Refinancing of the other Second Lien Secured PartiesABL Obligations with the proceeds of a DIP Financing (as defined below) or otherwise), each of the Subordinated Creditors agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Partiessuch Subordinated Creditor: (iA) will not oppose take any step or action (whether directly or indirectly) in such Insolvency Proceeding to oppose, object to to, impede, or delay the use of any ABL Collateral constituting cash collateral (including, without limitation, any and all terms of any cash collateral order) under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien ABL Secured Parties, or a representative authorized by the First Lien requisite ABL Secured Parties, shall oppose or object to such use of cash collateral; (iiB) will not oppose take any step or action (whether directly or indirectly) in such Insolvency Proceeding to oppose, object to to, impede, or delay any post-petition financingequity or debt financing (including, without limitation, any and all terms of any financing agreement, related documents and financing order), whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), or any grant of adequate protection in connection with any DIP Financing, unless in each case the First Lien ABL Secured Parties, or a representative authorized by the First Lien requisite ABL Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdiction; (iiiC) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection (except as otherwise provided under Section 3.04(b) hereof) or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (ivD) will not oppose take any step or action (whether directly or indirectly) in such Insolvency Proceeding to oppose, object to to, impede, or delay any Disposition sale or other disposition of any Collateral assets (including, without limitation, the terms and conditions of any bidding procedures orders, sale orders and any and all purchase and sale agreements and related documents) free and clear of Liens under the Second Priority Liens ABL Security Documents or other claims claims, whether under Section 363 of the Bankruptcy Code, Code (or any comparable provision of any other Bankruptcy Law) or otherwise, if the First Lien ABL Secured Parties, or a representative authorized by the First Lien requisite ABL Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Non-Excluded Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent willAgent, for itself and on behalf of the other Second Lien Secured Parties, will subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided . (iii) will agree that any customary “carve-out” or other similar administrative priority expense or claim consented to in writing by First Lien Administrative Agent to be paid prior to the foregoing Discharge of First Lien Non-Excluded Obligations be deemed for purposes of Section 6.01(a) (A) to be a use of cash collateral and (B) not to be a principal amount of DIP Financing at the time of such consent; (iv) will not provide DIP Financing to the Borrower or other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations unless (A) such DIP Financing results in the Discharge of the First Lien Obligations concurrently with the incurrence of such DIP Financing or (B) either (1) the First Lien Administrative Agent shall have stated in writing that it will not prevent make a proposal for DIP Financing, (2) the First Lien Administrative Agent has stated in writing that it is ceasing its efforts to provide a DIP Financing for which it has previously made a proposal (on its own behalf or on behalf of another First Lien Secured Party) or has abandoned such efforts, or, upon written request, not reconfirmed its intention to provide a DIP Financing (on its own behalf or on behalf of another First Lien Secured Party) or (3) the Borrower or any of its Affiliates has delivered a request for DIP Financing to the First Lien Administrative Agent (which request the Borrower agrees to share concurrently with the Second Lien Secured Parties from proposing any other Collateral Agent) and ten (10) calendar days shall have expired without delivery of a bona fide proposal in good faith for DIP Financing to the Borrower from the First Lien Administrative Agent (on its own behalf or on behalf of another First Lien Secured Party), and each of the Borrower and the First Lien Administrative Agent agrees to promptly deliver copies of any Grantors proposal for DIP Financing to the Second Lien Collateral Agent and, in each case, such DIP Financing (I) does not include any provisions for “roll up”, repayment or refinancing of the Second Lien Obligations, or any extension of Liens or administrative claims for the benefit of the Second Lien Obligations that are not subordinated to the liens for the benefit of the First Lien Obligations, or other forms of cross-collateralization with respect to the Second Lien Obligations, (II) shall expressly provide that the Second Lien Obligations shall continue to be subject to this Agreement, (III) does not require any asset sales or any structure of a court plan of competent jurisdictionreorganization or milestones therefor, (IV) does not exceed the greater of (aa) $50,000,000 and (bb) fifteen percent (15%) of the sum of (x) the Borrowing Base in effect immediately prior to the commencement of such Insolvency Proceeding and (y) the amount of any Borrowing Base Deficiency that exists at such time and (V) shall entitle certain holders of the First Lien Obligations to purchase such DIP Financing at par at any time pursuant to Section 6.01(b); (iiiv) except to the extent permitted by paragraph (b) of this Section 6.016.01(c), in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (ivvi) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition Property subject to adequate protection liens, if any, in favor of the Second Lien Collateral Agent) attach to the proceeds thereof, subject to the terms of this Agreement. (b) The Second Lien Collateral AgentIf, for itself and on behalf prior to the Discharge of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objectionNon-Excluded Obligations, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in provides any DIP Financing to the form of a Lien on additional collateralBorrower or any Guarantor, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect agree at any time, the First Lien Administrative Agent will have the right to exercise an option (on behalf of itself or on behalf of one or more First Lien Lenders that are commercial banks) to purchase the entire aggregate amount (but not less than the entirety) of outstanding obligations for such DIP Financing (including unfunded commitments under any DIP Financing documents) at the DIP Purchase Price without warranty or representation or recourse except as provided below, on a pro rata basis among the Second Lien Secured Parties party to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap AmountFinancing.

Finance and Sale Matters. (a) 2.1.1. Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, and subject to the provisions of Section 6.1(c), agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens to the First Priority Liens Liens, if applicable, and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent that, this clause (ii) will only be binding on the Second Lien Priority Secured Parties from proposing with respect to any other DIP Financing to the extent the principal amount of such DIP Financing, when taken together with the aggregate principal amount of the First Priority Claims (other than Hedging Obligations and Banking Services Obligations), does not exceed the sum of $10 million plus the aggregate amount of Indebtedness permitted to be outstanding pursuant to any Grantors or to a court all of competent jurisdictionclause (1), (4) and (13) of the definition of “Permitted Debt” in Section 4.09(b) of the Second Priority Debt Agreement (as in effect on the Issuance Date); (iii) except to the extent permitted by paragraph (b) of this Section 6.016.1, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and; (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to such Disposition.Disposition free and clear of First Priority Liens; and (bv) The Second Lien Collateral without the express written consent of the First Priority Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, will (nor will any of Second Priority Secured Party join with or support any third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving the Company or any other person in contestingGrantor, (i) oppose, object to or contest the determination of the extent of any request Liens held by the any First Lien Collateral Agent or any other First Lien Priority Secured Party for adequate protection or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) any objectionoppose, based on a claim of a lack of adequate protection, by object to or contest the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated payment to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateralinterest, the First Lien Collateral Agent shall, for itself and on behalf fees or expenses under Section 506(b) of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsBankruptcy Code. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object (nor will they join with or support any other Person in opposing or objecting) to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured PartiesParties including the First Priority Agent, shall oppose or object to such use of cash collateral; (ii) will not oppose or object with respect to any post-petition financing, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), on any basis including without limitation to the extent that such DIP Financing “rolls-up” or otherwise includes or refinances any prepetition First Priority Claims, or to the Liens securing any DIP Financing (“DIP Financing Liens”), (A) will not oppose or object (nor will they join with or support any other Person in opposing or objecting) unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured PartiesParties including the First Priority Agent, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens to each of the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that , (B) will oppose and object to, at the foregoing shall not prevent instruction of the Second Lien First Priority Secured Parties from proposing or a representative authorized by the First Priority Secured Parties, any other DIP Financing to any Grantors or that does not Refinance and “roll-up” to a court priming, senior secured, superpriority administrative expense claim status the First Priority Obligations, and (C) will not propose any DIP Financing without the consent of competent jurisdictionthe First Priority Parties; (iii) except to the extent permitted by paragraph (b) of this Section 6.016.1, in connection with the use of cash collateral as described in clause (i) above or a any DIP FinancingFinancing as described in clause (ii) above, will not request (nor will they join with or support any other Person in requesting) adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and; (iv) will not oppose or object (nor will they join with or support any other Person in opposing or objecting) to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to to, or not oppose or object to, such Disposition.Disposition free and clear of First Priority Liens, so long as the proceeds are applied in accordance with this Agreement; and (bv) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, will not (i) oppose or object (nor will they join with or support any other person Person in contesting, (iopposing or objecting) to the determination of the extent of any request Liens held by the any First Lien Collateral Agent or any other First Lien Priority Secured Party for adequate protection or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code, (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent oppose or object (nor will they join with or support any other First Lien Secured Party Person in opposing or objecting) to any motion, relief, action or proceeding. Notwithstanding contest the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated payment to the First Priority Liens and DIP Financing Liens Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code or (iii) assert or enforce (nor will they join with or support any other Person in asserting or enforcing) any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on the same basis as the other Second Priority Liens are subordinated to a parity with the First Priority Liens under this Agreement for costs or (B) expenses of preserving or disposing of any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsCollateral. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations Priority Claims has occurred, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, and subject to the provisions of Section 6.01(c), agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Priority Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financingfinancing provided to any Grantor, whether provided by the First Lien Priority Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority LiensLiens on the Collateral, the Second Lien Collateral Priority Agent will, for itself and on behalf of the other Second Lien Priority Secured Parties, subordinate the Second Priority Liens on the Collateral to the First Priority Liens on the Collateral, if applicable, and the DIP Financing Liens on the terms of this Agreement; provided that that, notwithstanding anything herein to the foregoing contrary, the Second Priority Secured Parties retain their rights under the Bankruptcy Code to make post-petition financing proposals and such proposals shall not prevent the Second Lien Secured Parties from proposing be deemed to be an objection to any other DIP Financing proposals so long as (x) any court order approving such post-petition financing requires that the First Priority Claims be paid in full in cash as a condition to any Grantors such post-petition financing, and (y) the First Priority Claims are paid in full in cash on the date of such post-petition financing, which date shall be no later than 10 days after the date on which such post-petition financing is approved by the court in which such Insolvency or to a court of competent jurisdictionLiquidation Proceeding is pending; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection with respect to any Collateral or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and (iv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Priority Secured Parties, or a representative authorized by the First Lien Priority Secured Parties, shall consent to such DispositionDisposition free and clear of First Priority Liens. (b) The Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, agrees that no Second Lien Priority Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party for adequate protection in respect of any First Priority Claims or (ii) any objection, based on a claim of a lack of adequate protectionprotection with respect of any First Priority Claims, by the First Lien Collateral Priority Agent or any other First Lien Priority Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Priority Secured Party is granted seeks or requests adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Priority Agent may, for itself and on behalf of the other Second Lien Priority Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Priority Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien ObligationsPriority Claims. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Administrative Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any Grantors or to a court of competent jurisdictionjurisdiction and provided further that the foregoing shall not prohibit the Second Lien Administrative Agent or the Second Lien Secured Parties from objecting to any provisions in any DIP Financing to the extent under a plan of reorganization providing that the DIP Financing can be rolled into an exit financing; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing LiensLiens unless the First Lien Secured Parties are deemed by a court of competent jurisdiction to be fully secured on the petition date of any Insolvency Proceeding and have received payment in full in cash of current post-petition interest, incurred fees and expenses, then the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition interest, incurred fees and expenses or other cash payments; (iv) unless the First Lien Secured Parties agree that the First Lien Secured Parties are fully secured, then the Second Lien Administrative Agent and the Second Lien Secured Parties shall not be prohibited from seeking adequate protection in the form of additional collateral, provided the First Lien Secured Parties shall also be granted a Lien on such additional collateral as security for the First Lien Obligations and for any DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP Financing (and all obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other First Priority Liens under this Agreement and the Liens securing any DIP Financing; and (ivv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition assets subject to adequate protection liens, if any, in favor of the Second Lien Administrative Agent) attach to the proceeds thereof, subject to the terms of this Agreement. (b) The Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Administrative Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) that the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the sum of (i) to the extent Refinanced in connection with, and included as part of, such DIP Cap AmountFinancing, the aggregate principal amount of the First Lien Obligations in effect immediately prior to the commencement of such Insolvency Proceeding, plus (ii) the greater of (A) $75,000,000 and (B) an amount equal to 15% of the greater of (1) the aggregate existing principal amount of First Lien Obligations outstanding and (2) the Borrowing Base under the First Lien Credit Agreement, in each case with respect to clause (1) and (2) above, in effect immediately prior to the commencement of such Insolvency Proceeding (provided that, for purposes of this Section 6.01(c), such “Borrowing Base” complies with the First Lien Administrative Agent’s conforming traditional corporate banking borrowing base for oil and gas secured loan transactions (as determined by the First Lien Administrative Agent in its sole discretion), including customary mechanisms for periodic redeterminations thereof).

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, if any Grantor becomes subject to any Insolvency Proceeding, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, that the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other personPerson, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless and to the same extent that the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the such DIP Financing Liens on the terms of this Agreement; provided that (x) the foregoing shall not prohibit the Second Lien Collateral Agent or the Second Lien Secured Parties from objecting to any portions (and only such portions) of any such DIP Financing that (1) provide that, under a plan of reorganization, the DIP Financing may be converted into or constitute a portion of an exit financing for the Company (or the applicable Grantors) or (2) requires confirmation of all or substantially all of the specific and material terms of a plan of reorganization other than terms for a sale, liquidation or other Disposition of Collateral, and (y) the foregoing shall not prevent the Second Lien Secured Parties from proposing objecting to any other portions (and only such portions) of any DIP Financing the principal amount of which exceeds the sum of (A) to any Grantors or the extent Refinanced in connection with, and included as part of, such DIP Financing, the aggregate principal amount of pre-petition First Lien Obligations, and (B) the greater of (1) $20,000,000 and (2) 20% of the Borrowing Base under the First Lien Credit Agreement most recently in effect prior to a court of competent jurisdictionsuch applicable Insolvency Proceeding; (iii) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; (iv) shall not be prohibited from seeking adequate protection in the form of additional collateral, provided that the First Lien Secured Parties agree that they are fully secured and provided that the First Lien Secured Parties shall also be granted a Lien on such additional collateral as security for the First Lien Obligations and the provider of any DIP Financing may also be granted a Lien on such collateral as security for any DIP Financing and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on such collateral securing the First Lien Obligations and any DIP Financing (and all obligations relating thereto) and to any other Liens granted to the First Lien Secured Parties as adequate protection on the same basis as the other First Priority Liens under this Agreement and the Liens securing any DIP Financing; and (ivv) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such DispositionDisposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition Property subject to adequate protection liens, if any, in favor of the Second Lien Collateral Agent) attach to the proceeds, if any, thereof, subject to the terms of this Agreement. (b) The Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person Person in contesting, (i) any request by the First Lien Collateral Administrative Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Administrative Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, before the Discharge of First Lien Obligations, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent mayAgent, for itself and on behalf of the other Second Lien Secured Parties, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement Agreement, or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien on the same basis as the other First Priority Liens are senior to the Second Priority Liens under this Agreement as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amount.

Finance and Sale Matters. (a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties: (i) will not oppose or object to the use of any Collateral constituting cash collateral “Cash Collateral” under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral; (ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate (and will be deemed to have hereunder so subordinated) the Second Priority Liens to the First Priority Liens (including any such Liens granted as adequate protection to the First Lien Secured Parties) and the DIP Financing Liens (as well as to any administrative or similar charges for professional fees and expenses and fees and expenses of the U.S. Trustee granted in such Insolvency or Liquidation Proceeding and agreed to by the First Lien Collateral Agent or the other First Lien Secured Parties) on the terms of this Agreement; provided that the foregoing shall not prevent the Second Lien Secured Parties from proposing any other DIP Financing to any US Grantors or to a court of competent jurisdiction; (iii) except to the extent permitted by paragraph (b) of this Section 6.01Section, in connection with the use of cash collateral Cash Collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateralCash Collateral, DIP Financing or DIP Financing Liens; and (iv) subject to Section 3.03, will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition. (b) The Second Lien Collateral Agent; provided, for itself and on behalf of that the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated on such Collateral shall attach to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateralproceeds thereof, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations. (c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financing subject to the extent (i) the amount of such DIP Financing plus (ii) the aggregate outstanding principal amount of all loans outstanding under the First Lien Loan Documents as of the date of such DIP Financing does not exceed the DIP Cap Amountrelative priorities set forth in Section 2.01.