Common use of Finance Issues Clause in Contracts

Finance Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) then each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit ABL Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the Revolving Credit ABL Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit ABL Claimholders or any other Person (whether or not secured by any ABL Priority Collateral) under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) then each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets meet the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Priority Collateral, and (ii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order order, and (BC) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Priority Collateral be subordinated to or pari passu with any the Lien on the Fixed Asset Priority Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Priority Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit ABL Collateral Agent or to the extent permitted by Section 6.36.03).

Finance Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) then each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets meet the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order order, and (BC) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any the Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance Issues. (a) Until The Term Collateral Agent, on behalf of the Term Loan Secured Parties, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit ABL Collateral Agent shall desire consent to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Claimholders ABL Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“ABL DIP Financing”) secured by a Lien on ABL Priority Collateral, then each Fixed Asset Collateral Agentany Term Loan Secured Parties will not object (and will not raise or support any Person in objecting to), on behalf of itself but instead shall be deemed to have hereby irrevocably and the applicable Fixed Asset Claimholdersabsolutely waived, agrees that it any objection to, and shall not otherwise in any manner be entitled to oppose or support any Person in opposing, and will raise no objection be deemed to have consented to, such Cash Collateral use or and/or ABL DIP Financing (and agrees, except as expressly provided below, that the Term Loan Secured Parties will not request adequate protection of their interest in the ABL Priority Collateral as a condition thereto) so long as such Cash Collateral use or and/or ABL DIP Financing meets the following requirements: (i) the Fixed Asset Term Collateral Agents Agent and the Fixed Asset Claimholders other Term Loan Secured Parties retain a Lien on the right Collateral and, with respect to object the Term Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the ABL Collateral Agent is granted adequate protection in the form of a Lien on the ABL Priority Collateral, the Term Collateral Agent is permitted to seek a Lien (without objection from the ABL Collateral Agent or any ancillary agreements ABL Secured Party) on such ABL Priority Collateral arising after the commencement of the Insolvency or arrangements regarding Liquidation Proceeding (so long as, with respect to such Collateral, such Lien is junior to the Cash Collateral use or the Liens thereon securing such ABL DIP Financing that are materially prejudicial to their interests and any other Liens thereon in favor of the Fixed Asset CollateralABL Collateral Agent), and (iiiii) the terms of the Cash Collateral use and/or the ABL DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Term Collateral Agents Agent on the Fixed Asset Term Priority Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Term Priority Collateral securing such Cash Collateral use and/or ABL DIP Financing, and (B) do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset The Term Collateral Agent shall be required to subordinate and will subordinate its Liens in the ABL Priority Collateral to (1) the Liens securing such ABL DIP Financing and all obligations relating thereto to the extent the Liens of the ABL Secured Parties on the ABL Priority Collateral are subordinated to the Liens thereon securing such ABL DIP Financing (and all Obligations relating thereto)Financing, (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve carve-out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).from

Finance Issues. (a) Until If the Discharge of Revolving Credit Obligations has occurred, if Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Senior Priority Agent shall desire to (i) permit or otherwise consent to the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash collateral constituting ABL Senior Priority Collateral on which the Revolving Credit Collateral Senior Priority Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code 363 or any similar provision of any other Bankruptcy Law (the “Senior Priority Cash Collateral”) or (ii) provide or consent to any Person providing DIP Financing (such financing under this clause (ii) “Senior Priority DIP Financing”) ), ​ ​ ​ then each Fixed Asset Collateral the Junior Priority Agent, on behalf of itself and the applicable Fixed Asset Claimholdersother Junior Priority Secured Parties, agrees that it will raise no objection (on any basis available to a secured creditor but not unsecured creditors generally) to such Cash use of cash collateral constituting Senior Priority Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets to the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing fact that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets may be granted Liens on the requirements of clauses (i) through (ii) above, each Fixed Asset Senior Priority Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith with respect to the Senior Priority Collateral (except, except as expressly agreed by the Revolving Credit Collateral Senior Priority Agent or to the extent permitted by Section 6.32.5(c)) and, to the extent the Liens on the Senior Priority Collateral securing the Senior Priority Obligations are subordinated or pari passu with the Liens on the Senior Priority Collateral securing such DIP Financing, the Junior Priority Agent will subordinate its Liens in the Senior Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto), in each case, so long as (A) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (B) the Junior Priority Agent retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding, subordinated to the Liens securing such DIP Financing, (C) the Junior Priority Agent receives a replacement Lien on post-petition assets to the same extent granted to the Senior Priority Secured Parties providing the DIP Financing, which Lien will be subordinated to the Liens securing the Senior Priority Obligations and such Senior Priority DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Senior Priority Collateral securing the Junior Priority Obligations are so subordinated to the Senior Priority Obligations under this Agreement, (D) with respect to a Senior Priority DIP Financing consented to by the ABL Agent, the aggregate principal amount of such DIP Financing, together with the aggregate principal amount of Outstanding ABL Principal Obligations outstanding under the Senior Priority Documents as of the commencement of the Insolvency or Liquidation Proceeding (and not otherwise refinanced with or “rolled up” by such Senior Priority DIP Financing), does not exceed the Maximum ABL Principal Obligations, (E) with respect to a Senior Priority DIP Financing consented to by the Senior Note Agent, the aggregate principal amount of such DIP Financing, together with the aggregate principal amount of Outstanding Note Principal Obligations outstanding under the Senior Priority Documents as of the commencement of the Insolvency or Liquidation Proceeding (and not otherwise refinanced with or “rolled up” by the Senior Priority DIP Financing), does not exceed the Maximum Senior Note Principal Obligations, (F) such DIP Financing does not compel any Grantor to seek confirmation of any specific Plan for which all or substantially all of the materials terms are set forth in the court order authorizing such DIP Financing or the accompanying financing documentation, (G) such DIP Financing does not expressly require the liquidation of all or substantially all of the Collateral prior to a default under such DIP Financing (as distinguished from the Disposition of any Grantor’s business as a going concern) and (H) such DIP Financing is subject to the terms of this Agreement). If, in connection with any use of Senior Priority Cash Collateral or Senior Priority DIP Financing, any Liens on the Senior Priority Collateral are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve-out,” or fees owed to the United States Trustee, then the Liens on the Junior Priority Collateral shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Senior Priority Collateral consistent with this Agreement. The Junior Priority Secured Parties shall not provide or offer to provide any DIP Financing secured by a Lien on the Senior Priority Collateral senior or pari passu with the Liens on the Senior Priority Collateral securing the Senior Priority Obligations, without the prior written consent of the Senior Priority Agent. The rights of the Junior Note Agent and any Junior Note Secured Party to provide ​ ​ or offer to provide any DIP Financing secured by a Lien on any Notes Priority Collateral shall be subject to the terms of the Notes Intercreditor Agreement.

Finance Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Priority Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) then each Fixed Asset Term Loan Collateral Agent, on behalf of itself and the applicable Fixed Asset Term Loan Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Term Loan Collateral Agents and the Fixed Asset Term Loan Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Term Loan Priority Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Term Loan Collateral Agents on the Fixed Asset Term Loan Priority Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Term Loan Priority Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Term Loan Collateral Agent will subordinate its Liens in the ABL Priority Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Designated Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting that consists of ABL Collateral on which the theany Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law Law) that is to be secured by the ABL Collateral (a “Revolving DIP Financing”) then each the Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or Revolving DIP Financing so long as such Cash Collateral use or Revolving DIP Financing meets meet the following requirements: (i) the Fixed Asset Collateral Agents Agent and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the Revolving DIP Financing that are materially prejudicial to their interests in the Fixed Asset Priority Collateral, and (ii) the terms of the Revolving DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Revolving DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default the occurrence of an Event of Default under the Revolving DIP Financing documentation or Cash Collateral order and (BC) do not require that any Lien of the Fixed Asset Collateral Agents Agent on the Fixed Asset Priority Collateral be subordinated to or pari passu with any the Lien on the Fixed Asset Priority Collateral securing such Revolving DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such Revolving DIP Financing which meets the requirements of clauses (i) through and (ii) above, each the Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral (to (1the same extent subordinated to such ABL Collateral) to the Liens thereon securing such Revolving DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to provided, however, that the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Fixed Asset Collateral Agent, and will not Agent may request adequate protection or any other relief under Section 361 of the Bankruptcy Code in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by respect of such subordinated Liens in a manner that is consistent with Section 6.3).

Finance Issues. (ai) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) then each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance Issues. (a) Until the Discharge of Revolving Credit Term Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent Designated Term Representative shall desire to (i) permit or otherwise consent to the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash collateral constituting ABL Term Priority Collateral on which the Revolving Credit Collateral Agent any Term Representative or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code 363 or any similar provision of any other Bankruptcy Law (the “Term Cash Collateral”) or (ii) provide or consent to any Term Secured Party providing DIP Financing (such financing under this clause (ii) “Term DIP Financing”) ), then each Fixed Asset Collateral the ABL Agent, on behalf of itself and the applicable Fixed Asset Claimholdersother ABL Secured Parties, agrees that it will raise no objection to such Cash use of cash collateral constituting Term Priority Collateral use or to the fact that such Term DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents may be granted Liens on the Fixed Asset Term Priority Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith with respect to the Term Priority Collateral (except, except as expressly agreed by the Revolving Credit Collateral Agent Designated Term Representative or to the extent permitted by Section 6.32.5(c)) and, to the extent the Liens on the Term Priority Collateral securing the Term Obligations are subordinated or pari passu with the Liens on the Term Priority Collateral securing such Term DIP Financing, the ABL Agent will subordinate its Liens in the Term Priority Collateral to the Liens securing such Term DIP Financing (and all obligations relating thereto), in each case, so long as (A) the ABL Agent retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding, subordinated to the Liens securing such Term DIP Financing, (B) the aggregate principal amount of loans outstanding under such Term DIP Financing, together with the aggregate principal amount of loans outstanding under the Term Documents, does not exceed the Maximum Term Obligations, (C) the proposed terms of the Term DIP Financing provide that the ABL Agent receives a replacement Lien on post-petition assets to the same extent granted to the Term Secured Parties providing the Term DIP Financing, which Lien will be subordinated to the Liens securing the Term Obligations and such Term DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Term Priority Collateral securing the ABL Obligations are so subordinated to the Term Obligations under this Agreement, and (D) such Term DIP Financing is subject to the terms of this Agreement. If Term Administrative Agent or any one or more of the Term Lenders offer to provide, and are prepared to provide, Term DIP Financing that meets the requirements set forth in clauses (A) through (D) above, ABL Secured Parties shall not provide or offer to provide or support any third party offering to provide any Term DIP Financing secured by a Lien on the Term Priority Collateral senior or pari passu with the Liens on the Term Priority Collateral securing the Term Obligations, without the prior written consent of Term Administrative Agent.

Finance Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting that consists of ABL Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law Law) that is to be secured by the ABL Collateral (a “Revolving DIP Financing”) then each the Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or Revolving DIP Financing so long as such Cash Collateral use or Revolving DIP Financing meets meet the following requirements: (i) the Fixed Asset Collateral Agents Agent and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the Revolving DIP Financing that are materially prejudicial to their interests in the Fixed Asset Priority Collateral, and (ii) the terms of the Revolving DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Revolving DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default the occurrence of an Event of Default under the Revolving DIP Financing documentation or Cash Collateral order and (BC) do not require that any Lien of the Fixed Asset Collateral Agents Agent on the Fixed Asset Priority Collateral be subordinated to or pari passu with any the Lien on the Fixed Asset Priority Collateral securing such Revolving DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such Revolving DIP Financing which meets the requirements of clauses (i) through and (ii) above, each the Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral (to (1the same extent subordinated to such ABL Collateral) to the Liens thereon securing such Revolving DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to provided, however, that the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Fixed Asset Collateral Agent, and will not Agent may request adequate protection or any other relief under Section 361 of the Bankruptcy Code in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by respect of such subordinated Liens in a manner that is consistent with Section 6.3).

Finance Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral ABL Agent shall desire to (i) permit or otherwise consent to the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash collateral constituting ABL Priority Collateral on which the Revolving Credit Collateral ABL Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code 363 or any similar provision of any other Bankruptcy Law (the “ABL Cash Collateral”) or (ii) provide or consent to any ABL Secured Party providing DIP Financing (such financing under this clause (ii), “ABL DIP Financing”) ), then each Fixed Asset Collateral AgentTerm Representative, on behalf of itself and the applicable Fixed Asset Claimholdersother Term Secured Parties that it represents, agrees that it will raise no objection to such Cash use of cash collateral constituting ABL Priority Collateral use or to the fact that such ABL DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents may be granted Liens on the Fixed Asset ABL Priority Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith with respect to the ABL Priority Collateral (except, except as expressly agreed by the Revolving Credit Collateral ABL Agent or to the extent permitted by Section 6.33.5(c)) and, to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the ABL Priority Collateral securing such ABL DIP Financing, each Term Representative will subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all obligations relating thereto), in each case, so long as (A) each Term Representative retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding, subordinated to the Liens securing such ABL DIP Financing, (B) the aggregate principal amount of loans, letter of credit accommodations and other financial accommodations (including Cash Management Obligations) outstanding under such ABL DIP Financing, together with the aggregate principal amount of loans, letter of credit accommodations and other financial accommodations (including Cash Management Obligations) outstanding under the ABL Documents, does not exceed the Maximum ABL Obligations, (C) the proposed terms of the ABL DIP Financing provide that the Term Secured Parties receives a replacement Lien on post-petition assets to the same extent granted to the ABL Secured Parties providing the ABL DIP Financing, which Lien will be subordinated to the Liens securing the ABL Obligations and such ABL DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on ABL Priority Collateral securing the Term Obligations are so subordinated to the ABL Obligations under this Agreement, and (D) such ABL DIP Financing is subject to the terms of this Agreement. If ABL Agent or any one or more of the ABL Lenders offer to provide, and are prepared to provide, ABL DIP Financing that meets the requirements set forth in clause (A) through (D) above, Term Secured Parties shall not provide or offer to provide or support any third party offering to provide any ABL DIP Financing secured by a Lien on the ABL Priority Collateral senior or pari passu with the Liens in favor of ABL Agent and ABL Secured Parties on the ABL Priority Collateral securing the ABL Obligations, without the prior written consent of ABL Agent.

Finance Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) then each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization or arrangement or proposal for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (Biii) do not require that any the Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated is and shall remain senior to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens on ABL Collateral securing the Revolving Credit Obligations are subordinated to or pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) through (iiiii) above, each Fixed Asset Collateral Agent will subordinate its Liens in on the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees or other charges that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).

Finance Issues. (a) Until Each Notes Agent, on behalf of its respective Notes Claimholders, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral ABL Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law secured by a Lien on ABL Priority Collateral and with a superpriority administrative expense claim against such Grantor (collectively, “ABL DIP Financing”) ), then each Fixed Asset Collateral Agent, on behalf of itself no Notes Claimholder will be entitled to raise (and the applicable Fixed Asset Claimholders, agrees that it no Notes Claimholder will raise no or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or ABL DIP Financing (including, except as expressly provided in this Article VI, that the Notes Claimholders are entitled to adequate protection of their interest in the ABL Priority Collateral as a condition thereto) so long as such Cash Collateral use or ABL DIP Financing meets the following requirements: (i) subject to the Fixed Asset Liens arising under the ABL DIP Financing, each Notes Agent is permitted to seek as adequate protection a replacement Lien, for the benefit of the respective Notes Claimholders, on the ABL Priority Collateral, with such replacement Liens to be junior and subordinate in priority to the adequate protection replacement Liens of the ABL Agent and ABL Lenders (with such Lien of the Term Loan Agent being immediately followed in priority by a Lien of the First-Lien Notes Agent, and, thereafter by a Lien of the Second-Lien Notes Agent and, thereafter, by a Lien of the Third-Lien Notes Agent), (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien on the ABL Priority Collateral Agents arising after the commencement of the Insolvency or Liquidation Proceeding, each Notes Agent is permitted to seek as adequate protection a Lien on the ABL Priority Collateral junior and subordinate in priority to the Fixed Asset Claimholders retain adequate protection Lien of the right ABL Agent and ABL Lenders arising after the commencement of the Insolvency or Liquidation Proceeding (with such Lien of the Term Loan Agent being immediately followed in priority by a Lien of the First-Lien Notes Agent, and, thereafter, by a Lien of the Second-Lien Notes Agent and, thereafter, by a Lien of the Third-Lien Notes Agent), (iii) to object the extent that the ABL Agent is granted adequate protection in the form of an administrative expense claim against any Grantor, each Notes Agent is permitted to any ancillary agreements or arrangements regarding seek as adequate protection an administrative expense claim, with such claims to be junior and subordinate in priority to the adequate protection claims of the ABL Agent and ABL Lenders (and with such claims of the Term Loan Agent being immediately followed in priority by a claim of the First-Lien Notes Agent, and, thereafter, by a claim of the Second-Lien Notes Agent and, thereafter, by a claim of the Third-Lien Notes Agent), (iv) the terms of the Cash Collateral use or the ABL DIP Financing that are materially prejudicial do not require a Lien on the Notes Priority Collateral (unless such ABL DIP Financing is provided to their interests in such Grantor with the Fixed Asset Collateralconsent of the Term Loan Agent), and (iiv) the terms of the such ABL DIP Financing (A) do not expressly require the liquidation or use of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require any Grantor to seek approval for any Plan of Reorganization that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu is inconsistent with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholdersthis Agreement, and (3vi) any superpriority administrative expense claim arising under the ABL DIP Financing against any Grantor shall be pari passu to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).superpriority administrative expenses claim arising under the

Finance Issues. (a) Until Each Notes Agent, on behalf of its respective Notes Claimholders, hereby agrees that, until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral ABL Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law secured by a Lien on ABL Priority Collateral and with a superpriority administrative expense claim against such Grantor (collectively, “ABL DIP Financing”) ), then each Fixed Asset Collateral Agent, on behalf of itself no Notes Claimholder will be entitled to raise (and the applicable Fixed Asset Claimholders, agrees that it no Notes Claimholder will raise no or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or ABL DIP Financing (including, except as expressly provided in this Article VI, that the Notes Claimholders are entitled to adequate protection of their interest in the ABL Priority Collateral as a condition thereto) so long as such Cash Collateral use or ABL DIP Financing meets the following requirements: (i) subject to the Fixed Asset Liens arising under the ABL DIP Financing, each Notes Agent is permitted to seek as adequate protection a replacement Lien, for the benefit of the respective Notes Claimholders, on the ABL Priority Collateral, with such replacement Liens to be junior and subordinate in priority to the adequate protection replacement Liens of the ABL Agent and ABL Lenders (with such Lien of the First-Lien Notes Agent being immediately followed in priority by a Lien of the Second-Lien Notes Agent and, thereafter, by a Lien of the Third-Lien Notes Agent), (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien on the ABL Priority Collateral Agents arising after the commencement of the Insolvency or Liquidation Proceeding, each Notes Agent is permitted to seek as adequate protection a Lien on the ABL Priority Collateral junior and subordinate in priority to the Fixed Asset Claimholders retain adequate protection Lien of the right ABL Agent and ABL Lenders arising after the commencement of the Insolvency or Liquidation Proceeding (with such Lien of the First-Lien Notes Agent being immediately followed in priority by a Lien of the Second-Lien Notes Agent and, thereafter, by a Lien of the Third-Lien Notes Agent), (iii) to object the extent that the ABL Agent is granted adequate protection in the form of an administrative expense claim against any Grantor, each Notes Agent is permitted to any ancillary agreements or arrangements regarding seek as adequate protection an administrative expense claim, with such claims to be junior and subordinate in priority to the adequate protection claims of the ABL Agent and ABL Lenders (and with such claims of the First-Lien Notes Agent being immediately followed in priority by a claim of the Second-Lien Notes Agent and, thereafter, by a claim of the Third-Lien Notes Agent), (iv) the terms of the Cash Collateral use or the ABL DIP Financing that are materially prejudicial do not require a Lien on the Notes Priority Collateral (unless such ABL DIP Financing is provided to their interests in such Grantor with the Fixed Asset Collateralconsent of the First-Lien Notes Agent), and (iiv) the terms of such ABL DIP Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement, and (vi) any superpriority administrative expense claim arising under the ABL DIP Financing against any Grantor shall be pari passu to any superpriority administrative expenses claim arising under the Notes DIP Financing. Each Notes Agent shall be required to subordinate and will subordinate its adequate protection Liens in the ABL Priority Collateral and adequate protection claims in relation thereto to the Liens securing, and claims granted in respect of, such ABL DIP Financing (Aand all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent if the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such ABL DIP Financing which meets rank junior and subordinate to the requirements of clauses (i) through (ii) aboveLiens securing the ABL Obligations, each Fixed Asset Collateral Notes Agent will shall be required to subordinate its Liens in the ABL Priority Collateral to (1) the Liens thereon securing such ABL DIP Financing (Financing. Except as expressly permitted in Section 6.1(a) and all Obligations relating thereto)Section 6.3, (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and no Notes Agent will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by respect of the Revolving Credit ABL Priority Collateral Agent or to the extent permitted by Section 6.3).or

Finance Issues. (a) Until the Discharge of Revolving Credit Priming Senior Priority Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Senior Priority Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL that consists of Collateral on which the Revolving Credit Senior Priority Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Senior Priority Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law Law) that is to be secured by the Collateral (a “DIP Financing”) ), then each Fixed Asset the Junior Priority Collateral Agent, on behalf of itself and the applicable Fixed Asset Junior Priority Claimholders, agrees that it will not be entitled to raise no an objection to such Cash Collateral use or DIP Financing so long as to the extent such Cash Collateral use or DIP Financing meets constitutes a Qualifying Cash Collateral Use or DIP Financing, it being agreed that the following requirements: (i) the Fixed Asset Junior Priority Collateral Agents Agent and the Fixed Asset Junior Priority Claimholders shall retain the right to object to the specific terms of any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do would not expressly require the liquidation of the Collateral prior to comply with a default under the DIP Financing documentation or Qualifying Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to Use or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Senior Priority Obligations are subordinated to or pari passu with such DIP Financing which meets Financing, the requirements of clauses (i) through (ii) above, each Fixed Asset Junior Priority Collateral Agent will subordinate its Liens in the ABL Collateral (to (1the same extent subordinated to such Collateral) to the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Senior Priority Claimholders, and (3) to any “carve out” therefrom from the Collateral for outstanding post-petition professional and United States Trustee fees that has been agreed to by the Revolving Credit Senior Priority Collateral Agent, and will not provided, however, that the Junior Priority Collateral Agent may request adequate protection under Section 361 of the Bankruptcy Code (or any other relief similar provision of any applicable Bankruptcy Law) in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by respect of such subordinated Liens in a manner that is consistent with Section 6.3).

Finance Issues. (a) Until If the Discharge of Revolving Credit Obligations has occurred, if Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Senior Priority Agent shall desire to (i) permit or otherwise consent to the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash collateral constituting ABL Senior Priority Collateral on which the Revolving Credit Collateral Senior Priority Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code 363 or any similar provision of any other Bankruptcy Law (“the "Senior Priority Cash Collateral") or (ii) provide or consent to any Person providing DIP Financing (such financing under this clause (ii) "Senior Priority DIP Financing”) "), then each Fixed Asset Collateral the Junior Priority Agent, on behalf of itself and the applicable Fixed Asset Claimholdersother Junior Priority Secured Parties, agrees that it will raise no objection (on any basis available to a secured creditor but not unsecured creditors generally) to such Cash use of cash collateral constituting Senior Priority Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets to the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing fact that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets may be granted Liens on the requirements of clauses (i) through (ii) above, each Fixed Asset Senior Priority Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith with respect to the Senior Priority Collateral (except, except as expressly agreed by the Revolving Credit Collateral Senior Priority Agent or to the extent permitted by Section 6.32.5(c)) and, to the extent the Liens on the Senior Priority Collateral securing the Senior Priority Obligations are subordinated or pari passu with the Liens on the Senior Priority Collateral securing such DIP Financing, the Junior Priority Agent will subordinate its Liens in the Senior Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto), in each case, so long as (A) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (B) the Junior Priority Agent retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) with the same priority as existed prior to the commencement of such Insolvency or Liquidation Proceeding, subordinated to the Liens securing such DIP Financing, (C) the Junior Priority Agent receives a replacement Lien on post-petition assets to the same extent granted to the Senior Priority Secured Parties providing the DIP Financing, which Lien will be subordinated to the Liens securing the Senior Priority Obligations and such Senior Priority DIP Financing (and all obligations relating thereto) on the same basis as the other Liens on Senior Priority Collateral securing the Junior Priority Obligations are so subordinated to the Senior Priority Obligations under this Agreement, (D) with respect to a Senior Priority DIP Financing consented to by the ABL Agent, the aggregate principal amount of such DIP Financing, together with the aggregate principal amount of Outstanding ABL Principal Obligations outstanding under the Senior Priority Documents as of the commencement of the Insolvency or Liquidation Proceeding (and not otherwise refinanced with or "rolled up" by such Senior Priority DIP Financing), does not exceed the Maximum ABL Principal Obligations, (E) with respect to a Senior Priority DIP Financing consented to by the Senior Note Agent, the aggregate principal amount of such DIP Financing, together with the aggregate principal amount of Outstanding Note Principal Obligations outstanding under the Senior Priority Documents as of the commencement of the Insolvency or Liquidation Proceeding (and not otherwise refinanced with or "rolled up" by the Senior Priority DIP Financing), does not exceed the Maximum Senior Note Principal Obligations, (F) such DIP Financing does not compel any Grantor to seek confirmation of any specific Plan for which all or substantially all of the materials terms are set forth in the court order authorizing such DIP Financing or the accompanying financing documentation, (G) such DIP Financing does not expressly require the liquidation of all or substantially all of the Collateral prior to a default under such DIP Financing (as distinguished from the Disposition of any Grantor's business as a going concern) and (H) such DIP Financing is subject to the terms of this Agreement). If, in connection with any use of Senior Priority Cash Collateral or Senior Priority DIP Financing, any Liens on the Senior Priority Collateral are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee "carve-out," or fees owed to the United States Trustee, then the Liens on the Junior Priority Collateral shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Senior Priority Collateral consistent with this Agreement. The Junior Priority Secured Parties shall not provide or offer to provide any DIP Financing secured by a Lien on the Senior Priority Collateral senior or pari passu with the Liens on the Senior Priority Collateral securing the Senior Priority Obligations, without the prior written consent of the Senior Priority Agent. The rights of the Junior Note Agent and any Junior Note Secured Party to provide or offer to provide any DIP Financing secured by a Lien on any Notes Priority Collateral shall be subject to the terms of the Notes Intercreditor Agreement.

Finance Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral ABL Administrative Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the Revolving Credit Collateral ABL Administrative Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law (“DIP Financing”) that is secured at least in part by the ABL Priority Collateral, then each Fixed Asset Notes Collateral Agent, on behalf of itself and the applicable Fixed Asset Notes Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets meet the following requirements: (i) the Fixed Asset Notes Collateral Agents and the Fixed Asset Notes Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Notes Priority Collateral, and (ii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization or examinership or scheme of arrangement or similar dispositive restructuring plan for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order order, and (BC) do not require that any Lien of the Fixed Asset Notes Collateral Agents on the Fixed Asset Notes Priority Collateral be subordinated to or pari passu with any the Lien on the Fixed Asset Notes Priority Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit ABL Obligations are subordinated to or pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Notes Collateral Agent will subordinate its Liens in the ABL Priority Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by the Revolving Credit Collateral ABL Administrative Agent or to the extent permitted by Section 6.3).

Finance Issues. (a) Until the Discharge of Revolving Credit Priority Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit any Priority Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Priority Collateral Agent Agents or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Priority Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) ), then each Fixed Asset Notes Collateral Agent, on behalf of itself and the applicable Fixed Asset Notes Claimholders, agrees that it they will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets meet the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financingorder. To the extent the Liens securing the Revolving Credit Priority Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) aboveFinancing, each Fixed Asset Notes Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit each Notes Collateral Agent, and Agent will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Priority Collateral Agent Agents or to the extent permitted by Section 6.3); provided that, any Lien on Collateral to secure or provide adequate protection for such Notes Obli- gations is subordinate to the Lien on the Collateral securing or providing adequate protection for the Priority Obligations.

Finance Issues. (a) Until the Discharge of Revolving Credit Senior Priority Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Designated Senior Priority Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL -24- that consists of Collateral on which the Revolving Credit Designated Senior Priority Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Senior Priority Claimholders or any other Person Person, under Section 364 of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law Law) that is to be secured by the Collateral (a “DIP Financing”) ), then each Fixed Asset the Junior Priority Collateral Agent, on behalf of itself and the applicable Fixed Asset Junior Priority Claimholders, agrees that it will not be entitled to raise no an objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Senior Priority Obligations are subordinated to or pari passu with such DIP Financing which meets Financing, the requirements of clauses (i) through (ii) above, each Fixed Asset Junior Priority Collateral Agent will subordinate its Liens in the ABL Collateral (to (1the same extent subordinated to such Collateral) to the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Senior Priority Claimholders, and (3) to any “carve out” therefrom from the Collateral for professional and United States Trustee fees that has been agreed to by the Revolving Credit Senior Priority Collateral AgentAgents, and will not provided, however, that the Junior Priority Collateral Agent may request adequate protection under Section 361 of the Bankruptcy Code (or any other relief similar provision of any applicable Bankruptcy Law) in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by respect of such subordinated Liens in a manner that is consistent with Section 6.3). 6.2.

Finance Issues. (a) Until the Discharge of Revolving Credit ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit ABL Collateral Agent shall desire to permit the use of “Cash Collateral” (used in this Article 6 as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral on which the Revolving Credit ABL Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit ABL Claimholders or any other Person Person, that is secured by ABL Priority Collateral under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) ), then each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets meet the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Priority Collateral, and (ii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order order, and (BC) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Priority Collateral be subordinated to or pari passu with any the Lien on the Fixed Asset Priority Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit ABL Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through and (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Priority Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit ABL Collateral Agent or to the extent permitted by Section 6.3)6.03.

Finance Issues. (a) Until the Discharge payment in full of Revolving Credit Obligations has occurredthe ABL Obligations, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral ABL Agent shall desire to permit the use of “cash collateral” constituting ABL Priority Collateral (“ABL Priority Cash Collateral” (as such term is defined in Section 363(a”) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Collateral Agent or to permit ARC or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Claimholders ABL Secured Parties or any other Person person or entity under Section 364 of the Bankruptcy Code or any similar comparable provision of under any other applicable Bankruptcy Law Law, secured by a Lien on ABL Priority Collateral (“ABL Priority DIP Financing”) ), then each Fixed Asset Collateral Agentholder of Term Obligations shall be deemed to have irrevocably and absolutely waived, on behalf of itself any objection to, and the applicable Fixed Asset Claimholdersshall not otherwise in any manner be entitled to oppose and shall be deemed to have consented to, agrees that it will raise no objection to such ABL Priority Cash Collateral use or ABL Priority DIP Financing so long as such ABL Priority Cash Collateral use or ABL Priority DIP Financing meets the following requirements: (iA) the Fixed Asset Collateral Agents Term Administrative Agent and the Fixed Asset Claimholders Term Secured Parties retain their respective Liens on the right Collateral with the same priority as existed prior to object the commencement of the Insolvency or Liquidation Proceeding, (B) to the extent that ABL Agent and the ABL Secured Parties are granted adequate protection in the form of (x) a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding and/or (y) a superpriority administrative expense claim against any ancillary agreements Grantor, the Designated Term Representative and the Term Secured Parties are permitted to seek adequate protection in the form of Liens and/or superpriority administrative expense claims (without objection from ABL Agent or arrangements regarding any ABL Secured Party) (so long as (I) with respect to the ABL Priority Collateral, such Liens are junior to the Liens securing such ABL Priority DIP Financing and any other Liens in favor of ABL Agent securing the ABL Obligations, (II) in the case of the Term Secured Parties with respect to the Term Priority Collateral, such Liens are senior to the Liens securing such ABL Priority DIP Financing and any other Liens in favor of ABL Agent securing the ABL Obligations, and (III) except as otherwise set forth in Sections 2.5(c)(ii) and 3.5(c)(ii) hereof, any superpriority administrative expense claim granted to the Term Secured Parties is pari passu with the superpriority administrative expense claim granted to the ABL Secured Parties), (C) the terms of the ABL Priority Cash Collateral use or the ABL Priority DIP Financing require that are materially prejudicial any Lien on the Term Priority Collateral to their interests in secure such ABL Priority DIP Financing is subordinate to the Fixed Asset CollateralLien of the Term Administrative Agent securing the Term Obligations with respect thereto, and (iiD) the terms of the such ABL Priority DIP Financing (A) do not expressly require the liquidation or use of the Collateral prior to a default under the DIP Financing documentation or ABL Priority Cash Collateral order and (B) do not require any Grantor to seek approval for any plan of reorganization that any Lien is inconsistent with this Agreement, (E) the aggregate principal amount of the Fixed Asset ABL Priority DIP Financing plus the aggregate principal amount of the Term Obligations shall not exceed an amount equal to 120% of (x) the aggregate commitments under the ABL Documents as in effect immediately before the commencement of such Insolvency or Liquidation Proceeding or (y) in the event all commitments under the ABL Documents have been terminated prior to the commencement of such Insolvency or Liquidation Proceeding, the aggregate outstanding principal amount of the ABL Obligations immediately before the commencement of such Insolvency or Liquidation Proceeding, (F) such ABL Priority DIP Financing or ABL Priority Cash Collateral Agents use is subject to the terms of this Agreement, (G) to the extent any holder of unsecured claims could raise an objection on such grounds, such ABL Priority DIP Financing or use of ABL Priority Cash Collateral is on commercially reasonable terms, taken as a whole, and (H) the Fixed Asset Collateral be subordinated Liens securing the ABL Priority DIP Financing are senior to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated ABL Obligations. With respect to or pari passu with such any ABL Priority DIP Financing which meets that satisfies the requirements of clauses (i) through (ii) aboveconditions set forth in this Section 3.5(a), each Fixed Asset Collateral the Term Administrative Agent agrees to subordinate and will subordinate its Liens in the ABL Priority Collateral to (1) the Liens thereon securing such ABL Priority DIP Financing (and all Obligations obligations relating thereto), (2) all adequate protection Liens thereon granted including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee that is consented to in writing by ABL Agent to be paid prior to the Revolving Credit Claimholders, and (3payment in full of the ABL Obligations) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in this Agreement). ABL Agent, on behalf of itself and the Revolving Credit Collateral Agent ABL Secured Parties, agrees that no such Person shall provide to ARC or any other Grantor any ABL Priority DIP Financing to the extent permitted by Section 6.3)that ABL Agent or any ABL Secured Party would, in connection with such financing, be granted a Lien on the Term Priority Collateral senior to or pari passu with the Liens of the Term Administrative Agent securing the Term Obligations.

Finance Issues. (a) Until the Discharge payment in full of Revolving Credit Obligations has occurredthe Term Obligations, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent Designated Term Representative shall desire to permit the use of “cash collateral” constituting Term Priority Collateral (“Term Priority Cash Collateral” (as such term is defined in Section 363(a”) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Collateral Agent or to permit ARC or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateralfinancing, whether from the Revolving Credit Claimholders Term Secured Parties or any other Person person or entity under Section 364 of the Bankruptcy Code or any similar comparable provision of under any other applicable Bankruptcy Law Law, secured by a Lien on Term Priority Collateral (“Term Priority DIP Financing”) ), then each Fixed Asset Collateral Agentholder of ABL Obligations shall be deemed to have irrevocably and absolutely waived, on behalf of itself any objection to, and the applicable Fixed Asset Claimholdersshall not otherwise in any manner be entitled to oppose and shall be deemed to have consented to, agrees that it will raise no objection to such Term Priority Cash Collateral use or Term Priority DIP Financing so long as such Term Priority Cash Collateral use or Term Priority DIP Financing meets the following requirements: (iA) ABL Agent and the ABL Secured Parties retain their respective Liens on the Collateral with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (B) to the extent that the Term Administrative Agent and the Term Secured Parties are granted adequate protection in the form of (x) a Lien on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding and/or (y) a superpriority administrative expense claim against any Grantor, ABL Agent and the ABL Secured Parties are permitted to seek adequate protection in the form of Liens and/or superpriority administrative expense claims (without objection from the Designated Term Representative or any Term Secured Party) (so long as (I) with respect to the Term Priority Collateral, such Liens are junior to the Liens securing such Term Priority DIP Financing and any other Liens in favor of the Term Administrative Agent securing the Term Priority Obligations, (II) in the case of the ABL Secured Parties with respect to the ABL Priority Collateral, such Liens are senior to the Liens securing such Term Priority DIP Financing and any other Liens in favor of Term Administrative Agent securing the Term Obligations, and (III) except as otherwise set forth in Sections 2.5(c)(ii) and 3.5(c)(ii) hereof, any superpriority administrative expense claim granted to the ABL Secured Parties is pari passu with the superpriority administrative expense claim granted to the Term Secured Parties), (C) the Fixed Asset Collateral Agents and terms of the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Term Priority Cash Collateral use or the Term Priority DIP Financing require that are materially prejudicial any Lien on the ABL Priority Collateral to their interests in secure such Term Priority DIP Financing is subordinate to the Fixed Asset CollateralLien of ABL Agent securing the ABL Obligations with respect thereto, and (iiD) the terms of the such Term Priority DIP Financing (A) do not expressly require the liquidation or use of the Collateral prior to a default under the DIP Financing documentation or Term Priority Cash Collateral order and (B) do not require any Grantor to seek approval for any plan of reorganization that any Lien is inconsistent with this Agreement, (E) the aggregate principal amount of the Fixed Asset Term Priority DIP Financing plus the aggregate principal amount of the Term Obligations shall not exceed an amount equal to 120% of the aggregate principal amount of the Term Obligations immediately before the commencement of such Insolvency or Liquidation Proceeding, (F) such Term Priority DIP Financing or Term Priority Cash Collateral Agents use is subject to the terms of this Agreement, (G) to the extent any holder of unsecured claims could raise an objection on such grounds, such Term Priority DIP Financing or use of Term Priority Cash Collateral is on commercially reasonable terms, taken as a whole, and (H) the Fixed Asset Collateral be subordinated Liens securing the Term Priority DIP Financing are senior to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated Term Obligations. With respect to or pari passu with such any Term Priority DIP Financing which meets that satisfies the requirements of clauses (i) through (ii) aboveconditions set forth in this Section 2.5(a), each Fixed Asset Collateral ABL Agent agrees to subordinate and will subordinate its Liens in the ABL Term Priority Collateral to (1) the Liens thereon securing such Term Priority DIP Financing (and all Obligations obligations relating thereto), (2) all adequate protection Liens thereon granted including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee that is consented to in writing by the Designated Term Representative to be paid prior to the Revolving Credit Claimholders, and (3payment in full of the Term Obligations) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed by provided in this Agreement). The Designated Term Representative, on behalf of itself and the Revolving Credit Collateral Agent Term Secured Parties, agrees that no such Person shall provide to ARC or any other Grantor any Term Priority DIP Financing to the extent permitted by Section 6.3)that the Term Administrative Agent or any Term Secured Party would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of ABL Agent securing the ABL Obligations.

Finance Issues. (a) Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Collateral on which the Revolving Credit Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing to be secured at least in part by the ABL Collateral, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”) then each Fixed Asset Collateral Agent, on behalf of itself and the applicable Fixed Asset Claimholders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) the Fixed Asset Collateral Agents and the Fixed Asset Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (ii) the terms of the DIP Financing (A) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (B) do not require that any Lien of the Fixed Asset Collateral Agents on the Fixed Asset Collateral be subordinated to or pari passu with any Lien on the Fixed Asset Collateral securing such DIP Financing. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (i) through (ii) above, each Fixed Asset Collateral Agent will subordinate its Liens in the ABL Collateral to (1) the Liens thereon securing such DIP Financing (and all Obligations relating thereto), (2) all adequate protection Liens thereon granted to the Revolving Credit Claimholders, and (3) to any “carve out” therefrom for professional and United States Trustee fees that has been agreed to by the Revolving Credit Collateral Agent, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Collateral Agent or to the extent permitted by Section 6.3).