Common use of Financing Issues Clause in Contracts

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Credit Agreement or, if no Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If a Borrower or any Obligor other Pledgor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit a Borrower or any Obligor other Pledgor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not encourage or support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid, under Section 63(k) of the Bankruptcy Code, Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order under Section 363(b) and (f) of the Bankruptcy Code relating to a sale of assets of any Pledgor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Parent Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Senior Collateral Agent Agent, any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Parent Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the Senior Obligations under the Credit Agreement or, if no Credit Agreement exists, under the other Senior Debt Documents are subordinated or pari passu with such DIP Financing, will subordinate (exceptand will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, as expressly (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility Senior Collateral Agent or the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by Senior Collateral Agent, any Senior Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or to exercise any rights under Section 1111(b) of the Bankruptcy Code, (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which the Senior Collateral Agent has consented that provides, to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of any letters each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements an order approving such usage of cash or arrangements regarding Cash Collateral use other collateral or the DIP Financing that are materially prejudicial to their interestsapproving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Junior Priority Representative nor any other Junior Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Junior Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent and Senior Representatives; (c) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Parent Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Parent Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to, and will not support any objection to, and will not otherwise contest (and shall be deemed to have consented to) (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that the Liens on such Common Collateral and any other collateral shall be automatically subordinated to (i) the aggregate principal amount of the Liens granted in connection with such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (ii) any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral First Priority Designated Agent and each Second Priority Agent (on behalf of each applicable Second Priority Secured Party) shall confirm such priority upon request of any First Lien Agent or the NoteholdersBorrower, and (b) any motion for relief from the Pari Passu Collateral automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by any First Lien Agent and the Pari Passu Lendersor any holder of Senior Lender Claims, retain (c) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral pursuant to Section 363(k) of the Bankruptcy Code or otherwise free and clear of the Liens on the Common Collateral securing the Second Priority Claims or other claims under Section 363 of the Bankruptcy Code or otherwise (so long as the respective interests of the Second Priority Secured Parties attach to any ancillary agreements net proceeds thereof subject to the relative priorities in this Agreement), (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral, (e) a sale or arrangements regarding Cash Collateral use other Disposition, a motion to sell or Dispose or the DIP Financing bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code (any such sale or motion, a “Section 363 Event” and any notice or ruling issued by a court of competent jurisdiction in respect of such Section 363 Event, a “Section 363 Notice”) if (1) the requisite holders of Senior Lender Claims shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral, and (2) the respective interests of the Second Priority Secured Parties will attach to the proceeds of the sale in the same respective priorities as set forth in this Agreement or (f) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that are materially prejudicial provides, to their intereststhe extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or under a court order in respect of measures granted with similar effect under a Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or such equivalent thereto as may exist under any applicable Bankruptcy Law (collectively, “Adequate Protection”) or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to the Liens securing (x) such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any Adequate Protection Liens granted to the same extent as provided herein with respect Senior Secured Parties, and (z) to any “carve-out” for professional, United States Trustee or other fees agreed to by the Working Capital Facility Senior Representatives, (b) objection to (and will not request adequate protection otherwise contest) any motion for relief from a stay (automatic or otherwise) or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest) any other request for judicial relief made in connection therewith any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (excepte) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. If a Second Priority Debt Party provides DIP Financing plus to the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of Borrower or any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholdersother Grantor, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the such DIP Financing that are materially prejudicial to their interestsmay not “roll-up” or otherwise include or refinance any pre-petition Second Priority Debt Obligations.

Financing Issues. From If the incurrence Borrower or any of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if any Obligor its Subsidiaries that is a Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Borrower or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has occurred, if the Company or any Obligor other Pledgor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Applicable First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use use, sale or lease of “Cash Collateral” cash collateral (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar provision in any Bankruptcy Law) constituting Shared Collateral or (ii) to permit the Company or any Obligor other Pledgor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then each of the Notes Collateral Agent, on behalf of Applicable Second Lien Agent and each Second Lien Obligations Representative for itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, applicable Second Lien Obligations Secured Parties agrees that (i) it will raise no objection to, will not support any objection to or otherwise contest, and shall be deemed to have consented to, such Cash Collateral use use, sale or lease of such cash collateral and DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and (ii) it will, to the extent the Liens securing the First Lien Obligations under the First Lien Obligations Documents are subordinated or pari passu with such DIP Financing, subordinate its Liens on the Common Collateral and any other collateral securing any Second Lien Obligations to such DIP Financing (and all Obligations relating thereto, including any “carve-out” from the Common Collateral granting administrative priority status or Lien priority to secure the payment of fees and expenses of the United States Trustee or professionals retained by any debtor or creditors’ committee agreed to by the Applicable First Lien Agent or the other First Lien Obligations Secured Parties) and to any adequate protection Liens granted to the Applicable First Lien Agent on the same basis as the Liens securing the First Lien Obligations are subordinated to the Liens securing the DIP Financing or to confirm the priorities with respect to Liens securing the First Lien Obligations under this Section 6.2 or by Section 6.4(b))Agreement, as applicable; provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap sum of (1) the aggregate amount of the First Lien Obligations (after taking into account any “roll-up” thereof) and (ii2) an amount equal to 100% of the Notes Collateral aggregate commitments (whether drawn or undrawn) under such then-existing revolving credit facilities, in each case determined as of the commencement of such Insolvency or Liquidation Proceeding. Each of the Applicable Second Lien Agent and each Second Lien Obligations Representative for itself and on behalf of the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.applicable Second Lien Obligations Secured Parties further agrees that:

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then each Second Priority Representative, for itself and the Working Capital Facility Collateral Agent on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that (A) if any Senior Priority Representative or any Working Capital Facility Lender Senior Priority Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit Holdings’, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code (the “Bankruptcy Code Code”) or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Priority Obligations are subordinated to or by Section 6.4(b)); providedhave the same priority as the Liens securing such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Priority Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Priority Secured Parties and (iiz) “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Priority Representatives, (B) it will raise no objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party, (C) it will raise no objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Priority Secured Party of the right to object credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any ancillary agreements similar provision under any other applicable Bankruptcy Law) or arrangements regarding Cash to exercise any rights under Section 1111(b) of the Bankruptcy Code with respect to the Senior Priority Collateral, (D) it will raise no objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral use and (E) it will raise no objection to (and will not otherwise contest or oppose) any Disposition (including pursuant to Section 363 of the DIP Financing Bankruptcy Code) of assets of any Grantor for which any Senior Priority Representative has consented that are materially prejudicial provides, to their intereststhe extent such Disposition is to be free and clear of Liens, that the Liens securing the Senior Priority Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless each Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent and Senior Representatives; (c) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if a Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or shall desire to consent (or not object) to the Working Capital Facility Collateral Agent sale, use or lease of cash or other collateral or to consent (or not object) to the Borrowers’ or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens granted to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any ancillary agreements person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the DIP Financing Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that are materially prejudicial notice received two (2) Business Days prior to their intereststhe entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if a Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the use of “Cash Collateral” cash or the sale or use of other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit a Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral use of such cash or other collateral, unless the Designated Senior Representative shall oppose or object to such use of cash collateral (in which case, no Junior Priority Representative nor any other Junior Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless the Designated Senior Representative shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Junior Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Senior Representatives; (c) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations or the Shared Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or other applicable law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (f) any order relating to a sale or other disposition of any Shared Collateral use of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement (without limiting the foregoing, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets), provided that the Junior Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach Second Priority Lender, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared First Priority Collateral to the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) or the use of cash collateral that constitutes First Priority Collateral, in each case unless the same priorities and First Priority Agent or the First Priority Lenders shall then object or support an objection to the same extent as provided herein with respect to the Working Capital Facility such DIP Financing, DIP Financing Liens or use of cash collateral, and will not request object on the basis of lack of adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing the First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the pari passu with such DIP Financing plus Liens, will subordinate its Liens in the aggregate outstanding principal amount First Priority Collateral to such DIP Financing Liens on the same basis as the other Liens on First Priority Collateral securing the Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus First Priority Claims made by the aggregate face amount First Priority Agent or any holder of First Priority Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain First Priority Claims of the right to object credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any ancillary agreements Lien on First Priority Collateral or arrangements regarding Cash (e) any order relating to a sale of First Priority Collateral use for which the First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the DIP Financing that Term Loan Agents in any Insolvency or Liquidation Proceeding are materially prejudicial intended by the parties hereto to their interestsbe and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral First Lien Agent or any Working Capital Facility other First Lien Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared cash collateral that constitutes Collateral or (ii) to permit any Obligor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code that is to be secured by any of the Collateral (“DIP Financing”), and if (x) the DIP Financing is secured by Liens on the Collateral that are senior to or pari passu with the Liens of the First Lien Lenders on the Collateral and (y) to the extent the First Lien Lenders receive additional or replacement liens on post-petition assets in connection with such DIP Financing and the Second Lien Agent, for the benefit of the Noteholders, receives additional or replacement liens on such post-petition assets that are junior and subordinate to the First Lien Lenders’ replacement liens to the same extent as the Second Lien Agent’s Liens on the Collateral are junior and subordinate to the First Lien Lenders’ Liens on the Collateral, then the Notes Collateral Second Lien Agent, on behalf of itself and the other Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that (a) it will not raise no any objection to such Cash Collateral use of cash collateral or DIP Financing; provided that the Second Lien Agent may object to such DIP Financing if (A) any such cash collateral use or DIP Financing compels any Obligor to seek confirmation of a specific Plan of Reorganization for which all or substantially all of the material terms are set forth in the cash collateral order or DIP Financing documentation, (provided that B) the terms of such DIP Financing or cash collateral use require any Obligor to seek approval for any Plan of Reorganization that is on not a Conforming Plan of Reorganization, or (C) the terms and conditions no less favorable of such DIP Financing require the Noteholders to the Company and its subsidiaries than any other debtor in possession financing available extend additional credit pursuant to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretob) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and it will not request adequate protection or any other relief in connection therewith that is not otherwise permissable under Section 6.4, and (except, c) it will subordinate its Liens in the Collateral to such DIP Financing (and all obligations secured thereby) on the same basis as expressly agreed by the Working Capital Facility Collateral Agent or Liens securing the Noteholder Debt are subordinated to the extent permitted by Liens securing First Lien Debt under this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsAgreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or under any other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company, any Obligor Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other Senior Collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit the Company’s, any Obligor to obtain Borrower’s or any other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other Senior Collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the provisos in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to the same extent as provided herein Liens securing Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any Senior Collateral made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law in any Insolvency or Liquidation Proceeding), or any exercise of rights under Section 1111(b) of the Bankruptcy Code (or any similar provision under any applicable Bankruptcy Law) with respect to the Working Capital Facility Senior Collateral, (c) objection to (and will not request adequate protection or otherwise contest) any other request for judicial relief made in connection therewith any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (exceptd) objection to (and will not otherwise contest or oppose) any order relating to a sale, as expressly agreed by the Working Capital Facility Collateral Agent appropriation, application or other disposition of assets of any Grantor for which any Senior Representative has consented (or does not object to) that provides, to the extent permitted such sale, appropriation, application or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement, provided, however, any Second Priority Debt Party may raise any objection to the bidding or related procedures proposed to be utilized in connection with such sale of assets that could be raised by this an unsecured creditor of the Grantors, and provided further that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale, appropriation, application or disposition under Section 6.2 363(k) of the Bankruptcy Code (or by Section 6.4(bany similar provision in any Bankruptcy Law)), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations; provided, however, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.nothing in this Section

Financing Issues. From the incurrence of the Working Capital Facility Obligations Unless and until the Discharge of Working Capital Facility ObligationsSenior Debt Obligations has occurred, if any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared cash or other Collateral or to consent (iior not object) to permit any Obligor to obtain Grantor’s obtaining financing (whether from a Senior Secured Party or otherwise) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then, unless the Designated Senior Representative shall then the Notes oppose or object to such sale, use or lease of such cash or other Collateral Agentor such DIP Financing, each Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Debt Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Debt Obligations under this Agreement, (y) any “carve-out” for professional and United States Trustee fees agreed to by the same extent as provided herein with respect Senior Representatives, and (z) and any adequate protection Liens granted to any Senior Representative or any Senior Secured Party. Unless and until the Working Capital Facility Discharge of Senior Debt Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no (a) objection to (and will not request adequate protection otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Debt Obligations made by the Designated Senior Representative, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Debt Obligations at any sale in foreclosure of Senior Collateral or otherwise under Section 363(k) of the Bankruptcy Code or any similar provision of any other relief Bankruptcy Law, (c) except as otherwise set forth in connection therewith Section 5.04 hereof, objection to (except, as expressly agreed and will not otherwise contest) any other motion filed by the Working Capital Facility Collateral Agent Senior Representative in any such Insolvency or Liquidation Proceeding that is otherwise consistent with the terms hereof or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Designated Senior Representative has consented that provides, to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Debt Obligations and the Second Priority Debt Obligations will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount of any letters of credit issued and not reimbursed under Liens on the Working Capital Facility Shared Collateral securing the Senior Debt Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement does not exceed the Working Capital Facility Debt Cap and or (ii) the Notes net proceeds of such sale will be applied to the payment of Senior Debt Obligations; provided, however, that notwithstanding anything to the contrary herein, any Second Priority Representative or Second Priority Debt Party may raise any objection to the bidding and related procedures proposed to be utilized in connection with such sale or other disposition that may be raised by an unsecured creditor of any Grantor (without limiting the foregoing, each Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party under its Second Priority Debt Facility, agrees that it may not raise any objection based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or comparable provisions of any other Bankruptcy Law) with respect to Liens granted to such Person in respect of such assets); provided further that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral Agent in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Debt Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that (x) it will be deemed to have consented under Section 363 of the Noteholders, Bankruptcy Code (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object otherwise) to any ancillary agreements sale or arrangements regarding Cash other disposition of the Shared Collateral use supported by the Designated Senior Representative under Section 363 of the Bankruptcy Code and (y) notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. Notwithstanding any other provision hereof to the contrary, each Second Priority Representative and each Second Priority Collateral Agent, for itself and on behalf of the Second Priority Debt Parties represented by it, agrees that (A) without the consent of the Senior Secured Parties, none of such Second Priority Representative or such Second Priority Collateral Agent, the Second Priority Debt Parties represented by it or any agent or the trustee on behalf of any of them shall provide any DIP Financing to any Grantor, (B) without the consent of the Senior Secured Parties, none of such Second Priority Representative or such Second Priority Collateral Agent, the Second Priority Debt Parties represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that are materially prejudicial allocates or ascribes any value whatsoever to any of the Restricted Assets and (C) without the consent of the First Lien Secured Parties, none of such Second Priority Representative or such Second Priority Collateral Agent, the Second Priority Debt Parties represented by it or any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, dispute or object, whether directly or indirectly, to any valuation of any of the Grantors or their interestsrespective assets, or otherwise take any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or shall desire to consent (or not object) to the Working Capital Facility Collateral Agent sale, use or lease of cash or other collateral or to consent (or not object) to the Borrower’s or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens granted to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any ancillary agreements person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the DIP Financing Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that are materially prejudicial notice received two (2) Business Days prior to their intereststhe entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit any Obligor to obtain Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any other provision of any other Debtor Relief Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party represented by it, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless a Senior Representative or any other Senior Secured Party shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) any DIP Financing that does not exceed the DIP Consent Limit, (except to the extent permitted below) or unless a Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 8.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent and Senior Representatives in their reasonable discretion; (c) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any other provision of any other Debtor Relief Law; provided that the Second Priority Representative and the Second Priority Debt Parties shall not be deemed to have waived any ancillary agreements right to bid in connection with such dispositions, and shall not be deemed to have waived their rights to credit bid on the Shared Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code (or arrangements regarding Cash similar Debtor Relief Law), in each case so long as the proceeds of such bid are sufficient for, and applied to, the Discharge of Senior Obligations in their entirety in accordance with the terms of the Senior Debt Documents; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral; or (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party represented by it, agrees that written notice received five (5) days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or Liquidation Proceeding, (a) if any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company and its subsidiaries than extent permitted by Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to the (x) any and all Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement and (y) to any “carve-out” for professional and United States Trustee fees and any other customary expenses agreed to by the same extent as provided herein with respect Senior Representatives, (b) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no objection to the Working Capital Facility (and will not request adequate protection otherwise contest (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, ii) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (iii) any other request for judicial relief made in connection therewith (exceptany court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or iv) any motion or order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing plus as set forth in the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsimmediately preceding sentence shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach Second Priority Holder, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash DIP Financing, the Liens on First Priority Collateral use or securing such DIP Financing (provided the “DIP Financing Liens”) or the use of cash collateral that constitutes First Priority Collateral, in each case unless any First Priority Agent or First Priority Holders shall then object or support an objection to such DIP Financing, DIP Financing is Liens or use of cash collateral, and will not object on terms and conditions no less favorable to the Company and its subsidiaries than basis of lack of adequate protection or seek any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility Obligations (subject to First Priority Claims under the principal amount thereof not exceeding the Working Capital Facility Debt Cap) First Priority Documents are subordinated to or pari passu with such DIP FinancingFinancing Liens, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective its Liens in the First Priority Collateral to such DIP Financing Liens on the Shared same basis as the other Liens on First Priority Collateral securing the Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement; provided, (i) any Term/Note Agent and any Term/Note Holder may object to (A) any DIP Financing proposed to be secured by Liens on the Term/Note Priority Collateral ranking senior to or pari passu with the Liens on the Term/Note Priority Collateral securing the Term/Note Claims, and (B) any use of cash collateral constituting Term/Note Priority Collateral, (ii) any ABL Agent or ABL Lender may object to (A) any DIP Financing proposed to be secured by Liens on the ABL Priority Collateral ranking senior to or pari passu with the Liens on the ABL Priority Collateral securing the ABL Claims, and (B) any use of cash collateral constituting ABL Priority Collateral and (iii) the terms of such DIP Financing do not require any Grantor to seek approval for any plan of reorganization that is inconsistent with this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Claims made by any First Priority Agent or any holder of First Priority Claims with regard to First Priority Collateral, (c) any lawful exercise by any holder of First Priority Claims of the right to credit bid First Priority Claims at any sale in foreclosure of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any Lien on First Priority Collateral or (e) any order relating to a sale of First Priority Collateral for which any First Priority Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing such DIP Financing (the First Priority Claims and all obligations relating thereto) in the Second Priority Claims will attach to the proceeds of the sale on the same priorities and basis of priority as set forth in this Agreement; provided that all Liens granted to the same extent as provided herein with respect ABL Agents or the Term/Note Agents in any Insolvency or Liquidation Proceeding are intended by the parties hereto to be and shall be deemed to be subject to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent Lien priority and the Noteholders, other terms and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsconditions of this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Credit Agreement or, if no Credit Agreement exists, under any other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent and the Noteholdersor any holder of Senior Lender Claims, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain (c) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or under any similar provision in any Bankruptcy Law, then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach Second Priority Lender, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared First Priority Collateral to the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) or the use of cash collateral that constitutes First Priority Collateral, in each case unless the same priorities and First Priority Agent or the First Priority Lenders shall then object or support an objection to the same extent as provided herein with respect to the Working Capital Facility such DIP Financing, DIP Financing Liens or use of cash collateral, and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the First Priority Claims under the applicable Credit Agreement or, if no such Credit Agreement exists, under the other First Priority Documents are subordinated or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the pari passu with such DIP Financing plus Liens, will subordinate its Liens in the aggregate outstanding principal amount First Priority Collateral to such DIP Financing Liens on the same basis as the other Liens on First Priority Collateral securing the Second Priority Claims are so subordinated to Liens securing First Priority Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus First Priority Claims made by the aggregate face amount First Priority Agent or any holder of First Priority Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain First Priority Claims of the right to object credit bid First Priority Claims at any sale in foreclosure solely of First Priority Collateral, (d) any other request for judicial relief made in any court by any holder of First Priority Claims relating to the lawful enforcement of any ancillary agreements Lien on First Priority Collateral or arrangements regarding Cash (e) any order relating to a sale of assets comprised of First Priority Collateral use of any Grantor for which the First Priority Agent has consented that provides, to the extent the sale of First Priority Collateral is to be free and clear of Liens, that the Liens securing the First Priority Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the DIP Financing that Term Loan/Cash Flow Revolver Agent in any Insolvency or Liquidation Proceeding are materially prejudicial intended by the parties hereto to their interestsbe and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender Senior Creditor shall desire (i) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of cash or other collateral or to provide to the Bankruptcy Code) constituting Shared Collateral Borrower or (ii) any other Grantor, or permit the Borrower or any other Grantor to permit any Obligor to obtain obtain, financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (such financing, whether or not provided by any First Lien Agent or Senior Creditor, a “DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersagrees that it will be deemed to have consented to, will raise no objection to to, and will not otherwise contest or oppose (or join or support any objection to, contest of or opposition to) (i) such Cash Collateral sale, use or lease of cash or other collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request or accept adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and, to the extent the Liens securing the Senior Creditor Claims under the Senior Creditor Documents are subordinated or pari passu with the Liens securing such DIP Financing, will subordinate (or be deemed to have subordinated) its Liens in the Common Collateral (and such subordination will not alter in any manner the terms of this Section 6.2 Agreement) to (A) the Liens securing such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to the Liens securing Senior Creditor Claims under this Agreement, (B) any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Designated Agent or by Section 6.4(b))the First Priority Collateral Agent (or the First Priority Collateral Agent at the direction of the First Priority Designated Agent) or any of the Senior Creditors and (C) any adequate protection provided to any of the First Lien Agents or any of the Senior Creditors in connection therewith; provided, that (i) that, in the case of any such DIP Financing, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness Senior Creditor Claims plus the aggregate face amount of any letters of credit issued and not reimbursed outstanding under the Working Capital Facility Agreement Senior Creditor Documents does not exceed the Working Capital Facility Debt DIP Cap and (ii) Amount; provided that the Notes Collateral Agent Second Priority Agents and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, other Second Priority Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any proposed DIP Financing that (i) requires the sale, liquidation or other disposition of material assets that do not constitute Common Collateral or (ii) requires specific and material terms of a plan of reorganization other than terms for a sale, liquidation or other disposition of Common Collateral and payment in full in cash of such DIP Financing, provided, further, however, that for the avoidance of doubt, plan terms regarding the sale, liquidation or other disposition of non-material assets are materially prejudicial not material terms. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, further agrees that it will be deemed to their interestshave consented to, will raise no objection to, and will not otherwise contest or oppose (or join or support any objection to, contest of or opposition to) (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Creditor Claims made by any First Lien Agent or Senior Creditor, (ii) any assertion by any First Lien Agent or Senior Creditor of the right to credit bid any Senior Creditor Claims (including under Section 363(k) of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law), (iii) any other request for judicial relief made in any court by any holder of Senior Creditor Claims seeking to enforce any Lien or Senior Creditor Collateral or (iv) any motion or order relating to a sale of assets of any Grantor (including under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law) for which any First Lien Agent has consented so long as such order provides, to the extent such sale is to be free and clear of Liens, that the Liens securing the Senior Creditor Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Creditor Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility Obligationsthe First Lien Obligations has occurred, if the Parent, the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility First Lien Collateral Agent Agent, any First Lien Authorized Representative or any Working Capital Facility Lender First Lien Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Parent’s, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Lien Authorized Representative, for itself and on behalf of itself and the Noteholdersits Second Lien Secured Parties, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that (a) it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, will subordinate (except, and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as expressly the Liens securing the Second Lien Obligations are so subordinated to Liens securing the First Lien Obligations under this Agreement and (y) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility First Lien Collateral Agent or the First Lien Authorized Representatives, (b) it will raise no objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the First Lien Obligations made by the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party, (c) it will raise no objection to (and will not otherwise contest) any lawful exercise by any First Lien Secured Party of the right to credit bid First Lien Obligations at any sale in foreclosure of any First Lien Collateral, (d) it will raise no objection to (and will not otherwise contest) any other request for judicial relief made in any court by any First Lien Secured Party relating to the lawful enforcement of any Lien on any First Lien Collateral or (e) it will raise no objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of any asset of any Grantor for which the First Lien Collateral Agent has consented that provides, to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the First Lien Obligations and the Second Lien Obligations will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount Liens on the Shared Collateral securing the First Lien Obligations rank to the Liens on the Shared Collateral securing the Second Lien Obligations pursuant to this Agreement. Each Second Lien Authorized Representative, for itself and on behalf of any letters its Second Lien Secured Parties, agrees that notice received two Business Days prior to the entry of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements an order approving such usage of cash or arrangements regarding Cash Collateral use other collateral or the DIP Financing that are materially prejudicial to their interestsapproving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Lender Claims has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Borrower or any other Grantor to obtain interim financing under Section 363(a) 50.6 of the Bankruptcy Code) constituting Shared Collateral or and Insolvency Act (ii) to permit any Obligor to obtain financing under Canada), Section 364 11.2 of the Companies Creditors’ Arrangement Act or any other applicable provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that a) such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than will not request any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility Obligations (subject to Senior Lender Claims under the principal amount thereof not exceeding the Working Capital Facility Debt Cap) Senior Lender Documents are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective its Liens on in the Shared Common Collateral and any other collateral to (x) the Liens securing such DIP Financing (and all obligations Obligations relating thereto) in on the same priorities basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from any stay of proceedings or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the First Lien Agent or any holder of Senior Lender Claims, (c) any lawful exercise by any holder of Senior Lender Claims of the right to credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral under applicable Bankruptcy Laws, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral, or (e) any order relating to a sale of assets of any Grantor for which the First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement. Further, if any First Lien Agent consents to any court-ordered administration charge securing the payment of professional fees, any court-ordered directors and officers charge securing the indemnity of a Grantor to such officers and directors or to any analogous or similar court-ordered charges, each Second Priority Agent agrees that it will raise no objection to such court-ordered priority charges, and to the same extent as provided herein with respect to that the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of Liens securing the DIP Financing plus and/or the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus First Lien Obligations are subordinated to or pari passu with such court-ordered charges, the aggregate face amount of any letters of credit issued and Second Priority Agent will not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash its Liens in the Collateral use or being subordinate to the DIP Financing that are materially prejudicial to their interestsLiens securing such court-ordered charges.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’ or any Obligor to obtain other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cappermitted by Section 3.01(a) are subordinated to or pari passu with such DIP Financingand Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by applicable Senior Secured Parties. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law), (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Designated Senior Representative has consented (or not objected) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Section 6.2 or by Section 6.4(b))Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Junior Priority Debt Party from (ia) the aggregate principal amount subject to Section 6.05(b), exercising its rights to vote in favor of the or against a plan of reorganization, (b) proposing a DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of to any letters of credit issued and not reimbursed under the Working Capital Facility Agreement Grantor so long as such DIP Financing does not exceed the Working Capital Facility “roll up” any pre-petition Junior Priority Debt Cap and Obligations or (iic) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object objecting to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any DIP Financing that are materially prejudicial to their interestsrelating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit any Obligor Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Second Lien Agent, on behalf of itself and the Noteholderseach Second Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and, to the extent the Liens securing the First Lien Claims under the First Lien Credit Agreement or, if no First Lien Credit Agreement exists, under the other First Lien Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Claims are so subordinated to Liens securing First Lien Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Claims made by the First Lien Agent or any holder of First Lien Claims, (c) any lawful exercise by any holder of First Lien Claims of the right to credit bid First Lien Claims at any sale in foreclosure of First Lien Collateral, (d) any other request for judicial relief made in any court by any holder of First Lien Claims relating to the lawful enforcement of any Lien on First Lien Collateral or (e) any order relating to a sale of assets of any Grantor for which the First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First Lien Claims and the Second Lien Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the First Lien Collateral do to the Liens securing the Second Lien Collateral in accordance with this Agreement provided, however, that the provisions of this Section 6.2 or by Section 6.4(b)); provided, that 6.1 shall only be applicable as to the Second Lien Agent and the Second Lien Secured Parties if the sum of (x) the aggregate principal amount of the DIP Financing and (y) the aggregate principal amount of the pre-petition First Lien Claims (other than First Lien Claims arising under Secured Hedge Agreements) does not exceed the sum of (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed pre-petition First Lien Claims (other than First Lien Claims arising under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Secured Hedge Agreements) and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests$100,000,000.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsABL Claims has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash collateral constituting Shared ABL Priority Collateral or (ii) to permit any Obligor to obtain the proceeds thereof or of financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral each Term Loan Agent, on behalf of itself and the Noteholderseach Term Loan Lender, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating theretothe “ABL DIP Financing Liens”) or the use of cash collateral that constitutes ABL Priority Collateral or the proceeds thereof, in each case unless the same priorities and ABL Agent or the ABL Lenders shall then object or support an objection to the same extent as provided herein with respect to the Working Capital Facility such DIP Financing, ABL DIP Financing Liens or use of such cash collateral, and will not request object on the basis of lack of adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing the ABL Claims under the ABL Credit Agreement or, if no such ABL Credit Agreement exists, under the other ABL Loan Documents are subordinated or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the pari passu with such ABL DIP Financing plus Liens, will subordinate its Liens in the aggregate outstanding principal amount ABL Priority Collateral to such ABL DIP Financing Liens on the same basis as the other Liens on ABL Priority Collateral securing the Term Loan Claims are so subordinated to Liens securing ABL Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus ABL Claims or ABL Priority Collateral made by the aggregate face amount ABL Agent or any holder of ABL Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain ABL Claims of the right to object credit bid ABL Claims at any sale in foreclosure of ABL Priority Collateral, (d) any other request for judicial relief made in any court by any holder of ABL Claims relating to the lawful enforcement of any ancillary agreements Lien on ABL Priority Collateral or arrangements regarding Cash (e) any order relating to a sale of ABL Priority Collateral use for which the ABL Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the ABL Claims and the Term Loan Claims will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the ABL Agent or the DIP Financing that Term Loan Agents in any Insolvency or Liquidation Proceeding are materially prejudicial intended by the parties hereto to their interestsbe and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Senior Collateral Agent Agent, any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit Holdings’, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations provisos in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.04, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing the Senior Obligations under the Credit Agreement or, if no Credit Agreement exists, under the other Senior Debt Documents are subordinated or pari passu with such DIP Financing, will subordinate (except, and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (a) such DIP Financing (and all obligations relating thereto) on the same basis as expressly the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement and (b) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility Senior Collateral Agent or the Senior Representatives; provided that (x) such DIP Financing shall not result in the voiding of the Liens under the Second Priority Debt Documents on the Shared Collateral securing the Second Priority Debt Obligations, which Liens shall remain subject to the extent permitted priority requirements described herein vis-à-vis the Liens securing the Senior Obligations (it being understood that any reduction in the value of the Liens under the Second Priority Debt Parties by this Section 6.2 or by Section 6.4(b)); provided, that (i) virtue of the aggregate principal amount mere existence of the DIP Financing plus and the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus priority Lien securing the aggregate face amount of any letters of credit issued and obligations thereunder shall not reimbursed be deemed to void the Liens under the Working Capital Facility Agreement does not exceed the Working Capital Facility Second Priority Debt Cap Parties for purposes of this clause (x)), and (iiy) the Notes all Liens on Shared Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to securing any ancillary agreements or arrangements regarding Cash Collateral use or the such DIP Financing that are materially prejudicial shall be senior to their interestsor on parity with the Liens under the Senior Collateral Documents on the Collateral securing the Senior Obligations and senior to the Liens under the Second Priority Debt Documents on the Collateral securing the Second Priority Debt Obligations.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsABL Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent ABL Representative or any Working Capital Facility Lender ABL Secured Party shall desire to consent (ior not object) to permit the use of “Cash ABL Priority Collateral (including, for the avoidance of doubt, cash collateral that is ABL Priority Collateral” ) or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (including, for the avoidance of doubt, any such financing that Refinances in whole or in part the ABL Obligations pursuant to a “rollup” or “roll-over”) secured by ABL Priority Collateral (“ABL Priority DIP Financing”), then the Notes Collateral Agenteach Term Priority Representative, for itself and on behalf of itself and the Noteholderseach Term Priority Debt Party under its Term Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to (and will not support any similar objection) and will not otherwise contest (or support any other Person contesting) (i) such Cash use of such ABL Priority Collateral, unless the ABL Representative shall oppose or object to such use of such ABL Priority Collateral use (in which case, no Term Priority Representative nor any other Term Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the ABL Secured Parties); (ii) such ABL Priority DIP Financing, unless the ABL Representative shall oppose or object to such ABL Priority DIP Financing; provided that the foregoing shall not prevent the Term Priority Debt Parties from proposing any other DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction, and, except to the extent expressly permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens on the ABL Priority Collateral securing any ABL Obligations are subordinated or by Section 6.4(b)); providedpari passu with such ABL Priority DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the ABL Priority Collateral securing the Term Priority Debt Obligations to (x) the aggregate principal amount of the Liens securing such ABL Priority DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens on the ABL Priority Collateral securing the Term Priority Debt Obligations are so subordinated to the Liens on the ABL Priority Collateral securing ABL Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens on ABL Priority Collateral provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap ABL Secured Parties, and (iiz) any “carve-out” for court-approved professional and United States Trustee fees agreed to by the Notes ABL Representative; (iii) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of ABL Obligations or the ABL Priority Collateral Agent and made by the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain ABL Representative or any other ABL Secured Party; (iv) any exercise by any ABL Secured Party of the right to object credit bid ABL Obligations at any sale in foreclosure of ABL Priority Collateral under Section 363(k) of the Bankruptcy Code or other Applicable Law; (v) any other request for judicial relief made in any court by any ABL Secured Party relating to the lawful enforcement of any ancillary agreements Lien on ABL Priority Collateral; or arrangements regarding Cash (vi) any order relating to a sale or other disposition of any ABL Priority Collateral use of any Grantor to which the ABL Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the ABL Obligations and the Term Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the ABL Priority Collateral securing the ABL Obligations rank to the Liens on the ABL Priority Collateral securing the Term Priority Debt Obligations pursuant to this Agreement (without limiting the foregoing, each Term Priority Representative, for itself and on behalf of each Term Priority Debt Party under its Term Priority Debt Facility, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets); provided that the Term Priority Debt Parties are not deemed to have waived any rights to credit bid on the ABL Priority Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the ABL Obligations upon consummation thereof. Each Term Priority Representative, for itself and on behalf of each Term Priority Debt Party under its Term Priority Debt Facility, agrees that notice received at least two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such ABL Priority DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other Senior Collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other Senior Collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations provisos in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any Senior Collateral made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law in any Insolvency or Liquidation Proceeding), or any exercise of rights under Section 1111(b) of the Bankruptcy Code (or any similar provision under any applicable Bankruptcy Law) with respect to the Senior Collateral, (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented (or does not object to) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Section 6.2 or by Section 6.4(b))Agreement; provided, however, any Second Priority Debt Party may raise any objection to the bidding or related procedures proposed to be utilized in connection with such sale of assets that could be raised by an unsecured creditor of the Grantors, and provided further that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision in any Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Nothing in this Section 6.01 shall prohibit any Second Priority Debt Party from (i) exercising its rights to vote in favor of or against a plan of reorganization or similar dispositive restructuring plan in a manner consistent with, and not in violation of, this Agreement (including Section 6.05(b)), (ii) proposing a DIP Financing to any Grantor that is junior to the Senior Obligations, or (iii) objecting to any provision in any proposed DIP Financing relating, describing or requiring the material provisions or content of a plan of reorganization or similar dispositive restructuring plan. Notwithstanding the foregoing, the applicable provisions of this Section 6.01 shall only be binding on the Second Priority Debt Parties with respect to any DIP Financing to the extent the principal amount of such DIP Financing together with the principal amount of any outstanding pre-petition Senior Obligations as of the commencement of such Insolvency or Liquidation Proceeding does not exceed the sum of (i) the aggregate principal amount of the DIP Financing Maximum Senior Principal Amount plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) an amount equal to 15% of the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsMaximum Senior Principal Amount.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility First-Priority Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second-Priority Representative, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Obligations are so subordinated to Liens securing First-Priority Obligations under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Obligations made by the First-Priority Collateral Agent or any holder of First-Priority Obligations, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of First-Priority Obligations of the right to object credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of First-Priority Obligations relating to the lawful enforcement of any Lien on First-Priority Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the First-Priority Collateral use or Agent has consented that provides, to the DIP Financing extent the sale is to be free and clear of Liens, that are materially prejudicial the Liens securing the First-Priority Obligations and the Second-Priority Obligations will attach to their intereststhe proceeds of the sale on the same basis of priority as the Liens securing the First-Priority Collateral rank to the Liens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Lenders shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes Collateral extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Security Property to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection and will not otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Security Property, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Security Property or arrangements regarding Cash Collateral use (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent or the DIP Financing Senior Lenders have consented that are materially prejudicial provides, to their intereststhe extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Claims rank to the Liens securing the Second-Priority Claims in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale or use of “Cash Collateral” (as such term is defined in Section 363(a) collateral that consists solely of the Bankruptcy Code) constituting Shared Specified Collateral or to consent (iior not object) to permit any Obligor to obtain the Borrower’s or other Grantor’s obtaining financing secured exclusively by Specified Collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest such Cash Collateral sale or use of collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral and, except to the Liens securing such DIP Financing extent permitted by the proviso in clause (ii) of Section 3.01(a) and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and Section 6.03, will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Specified Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Secured Parties and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives; provided that (1) such DIP Financing and the Liens on Specified Collateral securing such DIP Financing are pari passu with, or superior in priority to, the then outstanding Senior Obligations and the Liens securing such Senior Obligations, respectively and (2) such DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documentation or order relating to such DIP Financing or proposed cash collateral use, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement on any Senior Collateral that consists solely of Specified Collateral in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral that consists solely of Specified Collateral, (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral that consists solely of Specified Collateral or (e) objection to (and will not otherwise contest or oppose and will be deemed to have consented to) any order relating to a sale or other disposition of assets that consist solely of Specified Collateral of any Grantor for which any Senior Representative has consented that provides, (i) to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement, (ii) that either (A) the net Proceeds of such sale or other disposition shall be applied pursuant to Section 6.2 4.01 or (B) the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Specified Collateral securing the Senior Obligations’ rank to the Liens on the Specified Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement, and (iii) such sale or other disposition shall be made pursuant to a process or procedures that have been approved by Section 6.4(b))the Bankruptcy Court; provided that the Junior Priority Debt Representative, for itself and on behalf of the Junior Priority Debt Parties, reserves the right to raise any objection that could be raised by an unsecured creditor of the Grantors to such proposed bidding procedures prior to approval of such procedures by the Bankruptcy Court; provided, however, that (ithe Junior Priority Debt Parties are not deemed to have waived any rights to credit bid on the Specified Collateral in any such disposition in accordance with Section 363(k) the aggregate principal amount of the DIP Financing plus Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the aggregate outstanding principal amount payment in full in cash of Working Capital Facility Indebtedness plus the aggregate face amount Senior Obligations. Each Junior Priority Representative, for itself and on behalf of any letters each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two Business Days prior to the entry of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements an order approving such usage of cash or arrangements regarding Cash Collateral use other collateral or the DIP Financing that are materially prejudicial to their interestsapproving such financing shall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach applicable Second-Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by the Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial EXECUTION VERSION relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second-Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other Bankruptcy Law or to consent (iior not object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or lease of such cash or other collateral, unless each Senior Representative shall oppose or object to such use of cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); or (b) such DIP Financing, unless each Senior Representative shall oppose or object to such DIP Financing (provided that such the foregoing shall not prevent the Second Priority Debt Parties from proposing any other DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available Grantors or to the Company in the market) and a court of competent jurisdiction), and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no objection to and will not otherwise contest (1) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (2) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or in any Insolvency or Liquidation Proceeding under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (3) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (4) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code, any other provision of the Bankruptcy Code, or any similar provision of any other Bankruptcy Law) to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the other collateral or approving such DIP Financing that are materially prejudicial shall be adequate notice. Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to their interestsRule 83 of the Securities and Exchange Commission.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Borrower or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral (including pursuant to Section 363(k) of the Bankruptcy Code), (d) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented or not otherwise objected to that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit any Obligor to obtain Borrower’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Debtor Relief Laws Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or DIP Financing (provided that lease of such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than cash or other collateral, unless a Senior Representative or any other debtor Senior Secured Party shall oppose or object to such use of cash collateral (in possession financing available to which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the Company in relief being sought by the marketSenior Secured Parties); (b) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral unless a Senior Representative or any other Senior Secured Party shall oppose or object to such DIP Financing, and, except to the Liens securing such DIP Financing extent permitted by the proviso in clause (ii) of Section 3.01(a) and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and Section 6.03, will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent and Senior Representatives; (c) any motion for relief from the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any ancillary agreements Lien on Senior Collateral; or arrangements regarding Cash (f) any order relating to a sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or the DIP Financing that are materially prejudicial to their interestsother collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility First Priority Secured Obligations, if (1) any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use Obligor, as debtor-in-possession, moves for approval of “Cash Collateral” (as such term is defined debtor-in-possession financing in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing a proceeding under Section 364 chapter 11 of the Bankruptcy Code (but not a proceeding in any other jurisdiction) (a “DIP Financing”), then ) or the Notes use of Collateral Agent, on behalf consisting of itself cash and cash equivalents during its bankruptcy case and (2) the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection Required First Priority Debtholders do not object to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, (i) to the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to extent the Liens securing such DIP Financing (and all obligations relating theretothe “DIP Financing Liens”) are senior (in the manner provided in this Agreement with respect to priority) to the Liens on any Collateral for the benefit of the holders of First Priority Secured Debt, each of the other Secured Parties and Representatives shall raise no objection to such DIP Financing or use of cash collateral (subject to the Specified Rights) and shall subordinate its Liens with respect to such Collateral on the same priorities terms, and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptextent, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount Liens of the Required First Priority Debtholders (other than any Liens of any Required First Priority Debtholder constituting DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Liens) are subordinated thereto and (ii) to the Notes Collateral Agent and extent that such DIP Financing Liens rank pari passu, including pursuant to an intercreditor agreement with the NoteholdersLiens on any Collateral, and each other Secured Party will confirm the Pari Passu Collateral Agent and priorities with respect to such Collateral, in each case so long as (A) the Pari Passu Lenders, Secured Parties in respect of each Series of Secured Debt retain the right benefit of their Liens on such Collateral pledged to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing lenders with the same priority vis-a-vis the other holders of other Secured Debt (other than with respect to DIP Financing Liens) as existed prior to the commencement of the bankruptcy case, (B) the Secured Parties in respect of each Series of Secured Debt are granted Liens on any additional collateral pledged to any other holders of Secured Debt as adequate protection (or any comparable relief) or otherwise with the same priority vis-a-vis the other holders of First Priority Secured Obligations as existed prior to the commencement of the bankruptcy case, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Secured Debt, such amount is applied in accordance with the terms of this Agreement and (D) if the Secured Parties in respect of any Series of Secured Debt are granted adequate protection (or any comparable relief), in connection with such DIP Financing or cash collateral, the proceeds of such adequate protection (or any comparable relief) are applied in accordance with the terms of this Agreement (including the Specified Rights). For the avoidance of doubt, as related to the AerCap Secured Obligations, the restrictions in this Section 6.01 only apply to the rights of the Relevant Lessors and their Representative as Secured Parties under the AerCap Secured Obligations that are materially prejudicial secured by the Collateral, and such restrictions only apply to their intereststhe extent of the AerCap Secured Obligations.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“"DIP Financing”FINANCING"), then the Notes Collateral AgentTrustee, on behalf of itself and the Noteholderseach Noteholder, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated to, or pari passu with, such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Noteholder Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any motion or other pleading seeking an order or entry of an order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Noteholder Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Noteholder Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral First-Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second-Priority Agent, on behalf of itself and the Noteholderseach Indenture Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.2) and, to the extent the Liens securing the Senior Lender Claims under the Credit Agreement are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Noteholder Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus Senior Lender Claims made by the aggregate face amount First-Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Common Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Common Collateral or (e) any order relating to a sale of assets of any Grantor for which the First-Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Noteholder Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral rank to the Liens securing the Noteholder Collateral in accordance with this Agreement, provided that nothing in this Section prohibits an Second-Priority Agent or any Indenture Secured Party from (A) objecting to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial purports to their interestsdescribe or require any provision or content of a plan or reorganization; or (B) objecting to any DIP Financing or use of cash collateral (including requesting “adequate protection”) if (x) such financing or cash collateral is not subject to the terms of this Agreement, (y) the Second-Priority Agent, on behalf of the holders of the Notes, does not retain a Lien on the Common Collateral (including the proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding) wit the same priority as existed prior to such commencement of such Insolvency or Liquidation Proceeding subject to any Lien granted in connection with such DIP Financing or use of cash collateral or (z) the Second-Priority Agent, on behalf of the holders of the Notes, does not receive a replacement Lien on post-petition assets to the same extent granted to the Senior Lenders with the same priority as existed prior the commencement of the Insolvency or Liquidation Proceeding.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that (A) subject to the Working Capital Facility Collateral Agent penultimate sentence of this Section 6.01, if any Senior Priority Representative or any Working Capital Facility Lender other Senior Priority Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit Holdings’, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capproviso of Section 3.01(a) are subordinated to or pari passu with such DIP Financingand Section 6.03 hereof, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Priority Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Obligations are so subordinated to Liens securing Senior Priority Obligations under this Agreement and (y) any “carve-out” for professional and United States Trustee fees agreed to by the Senior Priority Representatives, (B) it will raise no objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party, (C) it will raise no objection to (and will not otherwise contest) any lawful exercise by any Senior Priority Secured Party of the right to credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral and (D) it will raise no objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral; provided that the Second Priority Representatives and the other Second Priority Secured Parties shall be entitled to seek and exercise Permitted Second Lien Credit Bid Rights in respect of any such sale or disposition. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. Notwithstanding the foregoing, the provisions of clause (A) of this Section 6.2 or by Section 6.4(b)); provided, 6.01 shall only be applicable as to the Second Priority Secured Parties with respect to any DIP Financing to the extent that (i1) the terms of such DIP Financing or use of cash collateral do not require any Grantor to seek approval for any plan of reorganization or other plan of similar effect under any Debtor Relief Laws that is inconsistent with the terms of this Agreement or require the sale or disposition of all or substantially all of the Collateral (other than a “going concern sale”) prior to a default under the DIP Financing or (2) at the time of incurrence thereof the sum of (x) the aggregate principal amount of the such DIP Financing plus (y) the aggregate outstanding principal amount of Working Capital Facility all Indebtedness plus the consisting of First Lien Credit Agreement Obligations and aggregate face principal amount of all Indebtedness consisting of Additional Senior Priority Debt Obligations (in each case after giving effect to any letters “roll-up”, repayment or cash collateralization thereof into or with the proceeds of credit issued and not reimbursed under the Working Capital Facility Agreement such DIP Financing), does not exceed the Working Capital Facility Debt DIP Cap and (ii) the Notes Collateral Agent and the NoteholdersAmount. No Second Priority Secured Party may, and the Pari Passu Collateral Agent and the Pari Passu Lendersdirectly or indirectly, retain the right to object to provide or propose, or support any ancillary agreements other Person in providing or arrangements regarding Cash Collateral use or the proposing, DIP Financing that are materially prejudicial to their interestsa Grantor.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender class of Senior Secured Parties shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining debtor in possessor or interim financing or financing under Section 363 or Section 364 of the Bankruptcy Code or similar provisions, statutory or otherwise, of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to and will not otherwise contest (or support any Person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent of Section 3.01(a) and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and Section 6.03 will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing the Senior Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens granted to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Secured Parties, and (iiz) to any “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Senior Collateral, (c) objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest or support any Person in objecting to) any lawful exercise by any Senior Secured Party of the right to object credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provisions, statutory or otherwise, of any other Bankruptcy Law, (d) objection to (and will not otherwise contest or support any ancillary agreements Person in objecting to) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or arrangements regarding Cash (e) objection to (and will not otherwise contest or oppose or support any Person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral use securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties may assert any objection to the proposed bidding procedures or protections to be utilized in connection with any such sale or disposition that may be asserted by any unsecured creditor of any Grantor, and further provided that the DIP Financing Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other Applicable Law), so long as any such credit bid provides for the payment in full in cash of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that are materially prejudicial notice received two (2) Banking Days prior to their intereststhe entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral (including, for the avoidance of doubt, cash or the sale or use of other collateral that is Shared Collateral) or to consent (iior not object) to permit the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (including, for the avoidance of doubt, any such financing that Refinances in whole or in part the Senior Obligations pursuant to a “rollup” or “roll-over”) secured by Shared Collateral (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to (and will not support any similar objection) and will not otherwise contest (or support any other Person contesting) (a) such Cash use of such Shared Collateral, unless the Designated Senior Representative shall oppose or object to such use of such Shared Collateral use (in which case, no Junior Priority Representative nor any other Junior Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless the Designated Senior Representative shall oppose or object to such DIP Financing; provided that the foregoing shall not prevent the Junior Priority Debt Parties from proposing any other DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to any Grantors or to a court of competent jurisdiction, and, except to the Company extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens on the Shared Collateral securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral securing the Junior Priority Debt Obligations to (x) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens on the Shared Collateral securing the Junior Priority Debt Obligations are so subordinated to the Liens on the Shared Collateral securing Senior Obligations under this Agreement, (y) any adequate protection Liens on Shared Collateral provided to the Senior Secured Parties, and (z) any “carve-out” for court-approved professional and United States Trustee fees agreed to by the Senior Representatives; (c) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations or the Shared Collateral made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) of the Bankruptcy Code or other Applicable Law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Shared Collateral; or (f) any order relating to a sale or other disposition of any Shared Collateral of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same extent basis of priority as provided herein the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement (without limiting the foregoing, each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that it may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provisions of any other Bankruptcy Law) with respect to the Working Capital Facility and will Liens granted to such person in respect of such assets); provided that the Junior Priority Debt Parties are not request adequate protection deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other relief applicable Bankruptcy Law), so long as any such credit bid provides for the payment in connection therewith (exceptfull in cash of the Senior Obligations upon consummation thereof. Each Junior Priority Representative, as expressly agreed by the Working Capital Facility Collateral Agent or for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received at least two Business Days prior to the extent permitted by this Section 6.2 entry of an order approving such usage of cash or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the other collateral or approving such DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.shall be adequate notice.4

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law secured by the Shared Collateral (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersagrees that each Second Priority Debt Party (i) will be deemed to have consented to, will raise no objection to to, and will not support any other Person objecting to, such Cash Collateral sale, use or DIP Financing (provided that lease of such Shared Collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretoii) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, except as expressly agreed permitted by the Working Capital Facility Collateral Agent or Section 6.03, and (iii) to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral and any adequate protection Liens provided in respect thereof to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection, including any adequate protection Liens, granted to the Senior Secured Parties in respect of the Shared Collateral, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by this Section 6.2 the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or by Section 6.4(b))other collateral or approving such DIP Financing shall be adequate notice. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that, until the Discharge or Refinancing of the Initial First Lien Inventory Financing Obligations has occurred, such Second Priority Representative and Second Priority Debt Parties will not, without the consent of the Ally Parties, propose, participate in, or encourage any other parties to propose or participate in any DIP Financing or agreement on the terms for the Company’s or any other Grantor’s use of cash collateral, in each case as it relates to the Shared Collateral or First Priority Exclusive Collateral; provided, however, that until the Discharge or Refinancing of the Initial First Lien Inventory Financing Obligations has occurred or the Ally Parties consent to such proposal or participation by the Second Priority Debt Parties, the Second Priority Debt Parties may propose or participate in a DIP Financing, only if all of the following requirements are satisfied (i) the aggregate principal amount of including as to the DIP Financing plus ultimately provided pursuant to this sentence): (1) the aggregate outstanding principal amount Ally Parties are provided a reasonable opportunity to provide up to their Specified Portion of Working Capital Facility Indebtedness plus such DIP Financing upon the aggregate face amount same terms (including, without limitation, with respect to any roll-up, Refinancing or equity-linked features, and any plan-related rights) as the participating Second Priority Debt Parties, but with (a) any Liens and/or superpriority claims (as applicable) granted to the participating Second Priority Debt Parties in connection with such DIP Financing being subordinated to the Liens and/or superpriority claims (as applicable) granted to such Ally Parties to the same extent as the Liens securing the Second Priority Debt Obligations are subordinated to the Liens securing the Initial First Lien Inventory Financing Obligations, and (b) any Liens and/or superpriority claims (as applicable) granted to any Second Priority Debt Parties as adequate protection in respect of the Shared Collateral in connection with such DIP Financing being subordinated to the Liens and/or superpriority claims granted to the Ally Parties in respect of the Shared Collateral to the same extent as the Liens securing the Second Priority Debt Obligations are subordinated to the Liens securing the Initial First Lien Inventory Financing Obligations, (2) such DIP Financing to the Company or any letters other Grantor (I) is not secured by any Liens on Shared Collateral equal or senior in priority to the Liens securing the Initial First Lien Inventory Financing Obligations, (II) is not secured by any Liens on First Priority Exclusive Collateral equal or senior in priority to the Liens securing the Initial First Lien Inventory Financing Obligations, (III) shall expressly provide that the Second Priority Debt Obligations and any adequate protection in respect of credit issued Shared Collateral shall continue to be subject to this Agreement, and not reimbursed under the Working Capital Facility Agreement (IV) does not exceed frustrate the Working Capital Facility Debt Cap and purpose of or violate any terms of this Agreement (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsincluding without limitation Section 6.03).

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor the Obligors shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Obligors’ obtaining financing (including, for the avoidance of doubt, from any Obligor to obtain financing Senior Secured Party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it (a) will raise no objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable Financing, (b) except to the Company extent permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the marketconnection therewith and (c) and to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to the same extent as provided herein Liens securing the Senior Obligations under this Agreement, (ii) any adequate protection Liens granted to the Senior Secured Parties, and (iii) to any “carve-out” for professional and United States trustee fees or payment of any other amounts agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing shall be adequate notice. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Working Capital Facility Senior Collateral (including under Section 362 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law), (b) objection to (and will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (c) objection to (and will not otherwise contest or support any person in objecting to) any other request adequate protection for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (d) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Obligor to which any Senior Representative has consented or not objected (including under section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other relief applicable law), so long as any such credit bid provides for the payment in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount full in cash of the DIP Financing plus Senior Obligations upon the aggregate outstanding principal amount closing of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements such sale or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsdisposition.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit Borrower or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral and any other collateral to (x) the Liens securing such DIP Financing (and all Obligations relating thereto), (y) any adequate protection provided to such First Lien Agent or the Senior Lenders or (z) any “carve-out” for fees agreed to by such First Lien Agent or the Senior Lenders, in each case on the same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Section 6.2 Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by Section 6.4(b))any First Lien Agent or any holder of Senior Lender Claims, (c) any lawful exercise by any holder of Senior Lender Claims of the right to credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement; provided, however, that the Second Priority Secured Parties may assert any such objection that could be asserted by an unsecured creditor (iwithout limiting the foregoing, neither the Second Priority Agent nor any other Second Priority Secured Party may raise any objections based on rights afforded by Sections 363(e) the aggregate principal amount and (f) of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount Bankruptcy Code to secured creditors (or any comparable provisions of any letters other Bankruptcy Law) with respect to the Liens granted to such person in respect of such assets); and provided further, however, that the Second Priority Secured Parties are not deemed to have waived any rights to credit issued and not reimbursed under bid on the Working Capital Facility Agreement does not exceed Common Collateral in any such sale or disposition in accordance with Section 363(k) of the Working Capital Facility Debt Cap and (ii) Bankruptcy Code, so long as any such credit bid provides for the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsDischarge of Senior Lender Claims.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Issuer or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared cash or other Senior Collateral or provide or otherwise consent (iior not object) to permit the Issuer’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of cash or other such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to Second Priority Collateral or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretowill not propose DIP Financing in competition therewith or support any other Person objecting to such sale, use or lease of such Second Priority Collateral or DIP Financing) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptother than as permitted in Section 6.03 of this Agreement) and, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Obligations are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Second Priority Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of any letters of credit issued and not reimbursed Liens on such Second Priority Collateral securing the Second Priority Debt Obligations are so subordinated to Liens on such Collateral securing Senior Obligations under the Working Capital Facility this Agreement does not exceed the Working Capital Facility Debt Cap and (iiy) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) business days prior to the entry of an order approving such usage of cash or arrangements regarding Cash other Collateral use or the approving such DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Credit Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Code Law (“DIP Financing”), then each of (a) the Notes Collateral Second Priority Noteholder Agent, on behalf of itself and the Second Priority Noteholders, and (b) the Pari Passu Collateral 2004 Noteholder Agent, on behalf of itself and the Pari Passu Lenders2004 Noteholders, agrees that it will raise no objection to such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (ix) the aggregate principal amount Second Priority Noteholder Agent will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Noteholder Claims are so subordinated to Senior Lender Claims and 2004 Noteholder Claims under this Agreement and (y) the 2004 Noteholder Agent will subordinate its Liens in the Senior Lender First Lien Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the Liens of the 2004 Noteholder Agent in such Senior Lender First Lien Collateral are subordinated to the Senior Lender Claims under this Agreement and will subordinate its Liens in the 2004 Notes First Lien Collateral to such DIP Financing plus (and all Obligations relating thereto) to the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same extent that the aggregate face amount of any letters of credit issued and not reimbursed under Credit Agent subordinates its Liens in the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Senior Lender First Lien Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the such DIP Financing that are materially prejudicial to their interests(and all Obligations relating thereto).

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the Working Capital Facility Collateral Agent applicable Junior Priority Debt Facility, agrees that if any Senior Priority Representative or any Working Capital Facility Lender other Senior Priority Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in cash or other collateral under Section 363(a) 363 of the Bankruptcy Code) constituting Shared Collateral Code or any similar provision of any other applicable Debtor Relief Law or to consent (iior not object) to permit any Obligor to obtain Grantor's obtaining of financing under Section 364 of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Law (“"DIP Financing”"), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company extent permitted by the proviso in Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Priority Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with have the same priority as the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Obligations are so subordinated to Liens securing Senior Priority Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Priority Secured Parties and (z) any "carve-out" specified in the same priorities and financing order relating to the same extent as provided herein DIP Financing. Until the Discharge of Senior Priority Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the applicable Junior Priority Debt Facility, further agrees that (A) it will raise no objection to (and will not otherwise contest or oppose, and will not support any other Person in objecting to, contesting or opposing) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party, (B) it will raise no objection to (and will not otherwise contest or oppose, and will not support any other Person in objecting to, contesting or opposing) any lawful exercise by any Senior Priority Secured Party of the right to credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under any other applicable Debtor Relief Law) or to exercise any rights under Section 1111(b) of the Bankruptcy Code (or any similar provision under any other applicable Debtor Relief Law) with respect to the Working Capital Facility Senior Priority Collateral, (C) it will raise no objection to (and will not otherwise contest or oppose, and will not support any other Person in objecting to, contesting or opposing) any other request adequate protection for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral and (D) it will raise no objection to (and will not otherwise contest or oppose, and will not support any other Person in objecting to, contesting or opposing) any Disposition (including pursuant to Section 363 of the Bankruptcy Code (or any similar provision under any other relief in connection therewith (exceptapplicable Debtor Relief Law)) of assets of any Grantor for which any Senior Priority Representative has consented that provides, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); providedsuch Disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Priority Obligations and the Junior Priority Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Obligations pursuant to this Agreement; provided that the Junior Priority Secured Parties may assert any objection to the proposed bidding or related procedures to be utilized in connection with any such Disposition that could be asserted by an unsecured creditor in any Insolvency or Liquidation Proceeding. The Junior Priority Secured Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such Disposition in accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Debtor Relief Law), so long as any such credit bid provides for the payment in full in cash of the Senior Priority Obligations. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under the applicable Junior Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsshall be adequate notice.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency Bankruptcy Proceeding and the Working Capital Facility Collateral First-Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then the Notes Collateral Second-Lien Agent, on behalf of itself and the Noteholderseach applicable Second-Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (i) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6(c)) and, to the extent the Liens securing the First-Lien Obligations under the First-Lien Documents are subordinated to any Liens securing such DIP Financing, the Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, will subordinate its Liens in the Second-Lien Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to Liens securing First-Lien Obligations under this Section 6.2 or by Section 6.4(b)); providedAgreement, provided that (iA) for any DIP Financing secured by a super-priority lien on the ABL Priority Collateral, the sum of (x) the aggregate principal amount of the any and all such DIP Financing plus and (y) the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement ABL Outstandings Amount at such time does not exceed the Working Capital Facility Debt Cap Maximum ABL Amount at such time and (B) for any DIP Financing secured by a super-priority lien on the Term/Notes Priority Collateral, the sum of (x) the aggregate principal amount of any and all such DIP Financing and (y) the Term/Notes Outstandings Amount at such time does not exceed the Maximum Term/Notes Amount at such time, (ii) any motion for relief from the Notes Collateral automatic stay or from any injunction against foreclosure or enforcement in respect of First-Lien Obligations made by the First-Lien Agent and the Noteholdersor any other First-Lien Secured Party, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain (iii) any lawful exercise by any First-Lien Secured Party of the right to object credit bid First-Lien Obligations at any sale in foreclosure of Common Collateral, (iv) any other request for judicial relief made in any court by any holder of First-Lien Obligations relating to the lawful enforcement of any ancillary agreements Lien on the First-Lien Collateral or arrangements regarding Cash (v) any order relating to a sale of assets of any Grantor to which the First-Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First-Lien Obligations and the Second-Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing the related First-Lien Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second-Lien Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency Bankruptcy Proceeding and the Working Capital Facility Collateral either First-Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) its First-Lien Collateral consisting of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing secured by a lien on its respective First-Lien Collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (“"DIP Financing”"), then the Notes Collateral applicable Second-Lien Agent, on behalf of itself and the Noteholderseach applicable Second-Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to, will not support any objection to, will not otherwise contest and, solely with respect to its agreement not to seek adequate protection (except as permitted herein), as provided in clause (i) below, will be deemed to have consented to, (i) such Cash Collateral use of such First-Lien Agent's cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent expressly permitted herein) and such Second-Lien Agent, on behalf of itself and each applicable Second-Lien Secured Party, will subordinate its Liens in such First-Lien Agent's First-Lien Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens on such First-Lien Collateral securing its Second-Lien Obligations are so subordinated to Liens securing the First-Lien Obligations owed to the applicable First-Lien Secured Parties under this Agreement (provided, however, that it shall be a condition to the subordination of Noteholder Collateral Agent's Liens with respect to the Designated Tangible ABL Priority Property in respect of such DIP Financing that the holder of Liens in such Designated Tangible ABL Priority Property in connection with such DIP Financing shall (x) have acknowledged and agreed to the provisions of Section 3(g) of this Agreement with respect to such Designated Tangible ABL Priority Property and (y) be specifically including the value of such Designated Tangible ABL Priority Property in its determination of the amount of DIP financing that it will provide), (ii) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any First-Lien Obligations made by the applicable First-Lien Agent or any other applicable First-Lien Secured Party, solely with respect to the First-Lien Collateral of such First-Lien Agent or such First-Lien Secured Party, (iii) any lawful exercise by any First-Lien Secured Party of the right to credit bid its First-Lien Obligations at any sale of its First-Lien Collateral, (iv) any other request for judicial relief made in any court by any holder of First-Lien Obligations relating to the lawful enforcement of any Lien on its First-Lien Collateral or (v) any order relating to a sale of assets of any Grantor consisting solely of First-Lien Collateral to which the applicable First-Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the respective First-Lien Obligations and the Second-Lien Obligations will attach to the proceeds of such sale on the same basis of priority as the Liens securing the related First-Lien Collateral rank to the Liens in the Collateral securing the Second-Lien Obligations in accordance with this Section 6.2 or by Section 6.4(b))Agreement; provided, that further that, (iI) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral applicable Second-Lien Agent and the Noteholdersother Second-Lien Secured Parties shall retain their Liens on the Collateral and, with respect to their own First-Lien Collateral, with the same priority as existed prior to the commencement of the applicable Bankruptcy Proceeding, (II) to the extent that the applicable First-Lien Agent is granted adequate protection in the form of a Lien, the applicable Second-Lien Agent shall be permitted to seek a Lien (without objection from such First-Lien Agent or any First-Lien Secured Party) on Collateral arising after the commencement of the Bankruptcy Proceeding (so long as, with respect to such First-Lien Collateral, such Lien is junior to the Liens securing such DIP Financing and any other Liens in favor of the Pari Passu Collateral First-Lien Agent and on such Collateral), (III) the Pari Passu Lenders, retain the right to object to terms of any ancillary agreements or arrangements regarding Cash Collateral cash collateral use or the DIP Financing shall require that any Lien on any Second-Lien Collateral used to secure such DIP Financing shall be subordinate to the Lien of the Second-Lien Agent in such Second-Lien Collateral securing the Second-Lien Obligations with respect such Second-Lien Collateral, and (IV) any such cash collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all, substantially all or any material portion of the material terms are materially prejudicial set forth in the cash collateral order or DIP Financing documentation (other than payment in full of such DIP Financing upon the effective date of confirmation of such plan by a date certain); and provided further, however, that if any of the conditions set forth in the foregoing proviso are not satisfied, Second-Lien Agent may object to their interestssuch proposed use of cash collateral or DIP Financing based solely upon the conditions not satisfied.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Senior Lender shall desire (i) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of cash or other collateral or to provide to the Bankruptcy Code) constituting Shared Collateral Borrower or (ii) any other Grantor, or permit the Borrower or any other Grantor to permit any Obligor to obtain obtain, financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (such financing, whether or not provided by any First Lien Agent or Senior Lender, a “DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersagrees that it will be deemed to have consented to, will raise no objection to to, and will not otherwise contest or oppose (or join or support any objection to, contest of or opposition to) (i) such Cash Collateral sale, use or lease of cash or other collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request or accept adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by Section 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or pari passu with such DIP Financing, will subordinate (or be deemed to have subordinated) its Liens in the Common Collateral (and such subordination will not alter in any manner the terms of this Section 6.2 Agreement) to (A) such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (B) any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Designated Agent or by Section 6.4(b))any of the Senior Lenders and (C) any adequate protection provided to any of the First Lien Agents or any of the Senior Lenders in connection therewith; provided, that (i) that, in the case of any such DIP Financing, the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness Senior Lender Claims plus the aggregate face amount of any letters of credit issued and not reimbursed outstanding under the Working Capital Facility Agreement Senior Lender Documents does not exceed the Working Capital Facility Debt DIP Cap and Amount, (ii) any motion for relief from the Notes automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by any First Lien Agent or Senior Lender, (iii) any assertion by any First Lien Agent or Senior Lender of the right to credit bid any Senior Lender Claims, (iv) any other request for judicial relief made in any court by any holder of Senior Lender Claims seeking to enforce any Lien or Senior Lender Collateral or (v) any motion or order relating to a sale of assets of any Grantor for which any First Lien Agent has consented so long as such order provides, to the extent such sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Noteholders, Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral do to the Liens securing the Second Priority Collateral in accordance with this Agreement; provided that the Second Priority Agents and the Pari Passu Collateral Agent and the Pari Passu Lenders, other Second Priority Secured Parties retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any DIP Financing that (i) requires the sale, liquidation or other disposition of material assets that do not constitute Common Collateral or (ii) requires specific and material terms of a plan of reorganization other than terms for a sale, liquidation or other disposition of Common Collateral and payment in full in cash of such DIP Financing, provided, further, however, that for the avoidance of doubt, plan terms regarding the sale, liquidation or other disposition of non-material assets are materially prejudicial to their interestsnot material terms.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Priority Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, will not support any objection to, and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by this the Senior Representative. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by the Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 6.2 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including under Section 6.4(b)); provided363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. In no event shall the Junior Priority Representative or any Junior Priority Debt Party (i) the aggregate principal amount of the offer to provide, or propose, any DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of to any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and Grantor or (ii) credit bid any Junior Priority Debt Obligations, in each case without the Notes Collateral Agent and written consent of the Noteholders, and Senior Representative unless the Pari Passu Collateral Agent and Senior Obligations would be indefeasibly paid in full in cash with the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the first proceeds of such DIP Financing that are materially prejudicial to their interestsor credit bid.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, and if the Working Capital Facility Senior Collateral Agent or (with the prior written consent of the Senior Collateral Agent and the Majority Senior Parties) any Working Capital Facility Lender Senior Representative, shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing cash collateral under Section 364 of the Bankruptcy Code or to provide financing to any Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative agrees, on behalf of itself and the Noteholdersother Second Priority Secured Parties, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersthat each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than to, nor support any other debtor in possession financing available Person objecting to, and will not otherwise contest, the use of such cash collateral or to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretob) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request or accept adequate protection or any other relief in connection therewith with the use of such cash collateral or such DIP Financing except as set forth in Section 6.04 and (exceptc) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Shared Collateral (i) to such DIP Financing on the same terms as the Senior Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), as expressly (ii) to any adequate protection provided to the Senior Secured Parties or the Second Priority Secured Parties, (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility Senior Collateral Agent or the other Senior Secured Parties, and (iv) agrees that notice received two (2) calendar days prior to the extent permitted by this Section 6.2 entry of an order approving such usage of cash collateral or by Section 6.4(b)); approving such financing shall be adequate notice. Notwithstanding anything herein to the contrary, prior to the Discharge of the Senior Obligations, each Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility, agrees that unless no Senior Secured Party has committed or consented to provide or provided, that or consented to or supported any other Person committing to provide or providing, any DIP Financing, no such Second Priority Secured Party will (ix) commit or consent to provide, or Exhibit R to the aggregate principal amount Credit Agreement provide, any DIP Financing, without the prior written consent of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Senior Collateral Agent and the Noteholders, and Majority Senior Parties or (y) consent to or support any other Person (other than the Pari Passu Senior Collateral Agent or any Senior Representative or other Secured Party as provided in the immediately preceding sentence) committing to provide or providing any DIP Financing which is not supported by the Senior Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsMajority Senior Parties.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsFirst Priority Obligations has occurred, if Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then the Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party, agrees that if the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Designated First Priority Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) cash constituting Shared Collateral or other Shared Collateral or to consent (iior not object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then it will affirmatively consent to (if requested by the Notes Collateral AgentDesignated First Priority Representative), on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to and will not otherwise contest or oppose (or support any other Person in raising an objection or otherwise contesting or opposing) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash constituting Shared Collateral or other Shared Collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financingpermitted by Section 6.03, the Notes Collateral Agent Second Priority Representative, for itself and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and behalf of each other Second Priority Secured Party, will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any First Priority Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens on the Second Priority Collateral, to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Obligations are so subordinated to the Liens securing First Priority Obligations under this Agreement, (y) any “carve-out” for professional and United States Trustee fees agreed to by the Designated First Priority Representative, and (z) any adequate protection Liens granted to the Designated First Priority Representative or any other First Priority Secured Party. The Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party, further agrees that, until the Discharge of First Priority Obligations has occurred, (a) it will raise no objection to (and will not otherwise contest or oppose or support any other Person in raising an objection or otherwise contesting or opposing) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations or the First Priority Collateral made by the Designated First Priority Representative or any other First Priority Secured Party, (b) it will raise no objection to (and will not otherwise contest or oppose or support any other Person in raising an objection or otherwise contesting or opposing) any lawful exercise by any First Priority Secured Party of the right to credit bid First Priority Obligations at any sale in foreclosure of First Priority Collateral (including, without limitation, pursuant to section 363(k) of the Bankruptcy Code or any similar provision under any other applicable Bankruptcy Law) or to exercise any rights under section 1111(b) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) with respect to the First Priority Collateral, (c) it will raise no objection to (and will not otherwise contest or oppose or support any other Person in raising an objection or otherwise contesting or opposing) any Disposition 24 #96358272v26 (including pursuant to section 363 of the Bankruptcy Code or any similar provision under any other Bankruptcy Law) of assets of any Grantor for which the Designated First Priority Representative has consented or not objected that provides, to the extent such Disposition is to be free and clear of Liens, that the Liens securing the First Priority Obligations and the Second Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the First Priority Obligations rank to the Liens on the Shared Collateral securing the Second Priority Obligations pursuant to this Section 6.2 Agreement, and (d) it will not directly or by Section 6.4(b))indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the Designated First Priority Representative has consented to such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets; provided, however, that (iw) the aggregate principal amount Second Priority Secured Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such Disposition in accordance with section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the First Priority Obligations resulting in the Discharge of First Priority Obligations, and (x) (A) the Second Priority Representative is not required as a condition to such DIP Financing plus to release its Lien on the aggregate outstanding principal amount Collateral as the same may exist at the time of Working Capital Facility Indebtedness plus such DIP Financing and (B) such DIP Financing does not expressly require the aggregate face amount liquidation of any letters Collateral (excluding ordinary course discounting of credit issued and not reimbursed accounts receivable for purposes of collection) prior to a default under the Working Capital Facility Agreement does not exceed final documentation governing the Working Capital Facility Debt Cap DIP Financing; provided that the foregoing clauses (A) and (iiB) shall not restrict any such DIP Financing from containing “milestones” related to a sale transaction, any sale transaction otherwise approved by the applicable Bankruptcy Court (provided that the proceeds of such sale are applied as required hereunder) or any other actions where this Agreement provides for (or requires) the Notes Collateral Agent and automatic release of such Liens upon a sale of Collateral. Until the NoteholdersDischarge of First Priority Obligations has occurred, and except as provided in Section 6.01(b), without the Pari Passu Collateral Agent and prior written consent of the Pari Passu LendersDesignated First Priority Representative, retain none of the right to object to Second Priority Representative or any ancillary agreements other Second Priority Secured Party may, directly or arrangements regarding Cash Collateral use or the indirectly, provide DIP Financing that are materially prejudicial to the Company, any Grantor or any of their interestsSubsidiaries.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if any Obligor the Obligors shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender Senior Representative shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Obligors’ obtaining financing (including, for the avoidance of doubt, from any Obligor to obtain financing Senior Secured Party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it (a) will raise no objection to and will not otherwise contest (or support any person in objecting or otherwise contesting) such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable Financing, (b) except to the Company extent permitted by the proviso in clause (ii) of Section 3.01(a) and its subsidiaries than Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the marketconnection therewith and (c) and to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with the Liens securing such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to (i) the Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to the same extent as provided herein Liens securing the Senior Obligations under this Agreement, (ii) any adequate protection Liens granted to the Senior Secured Parties, and (iii) to any “carve-out” for professional and United States trustee fees or payment of any other amounts agreed to by the Senior Representatives. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing shall be adequate notice. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party with respect to the Working Capital Facility Senior Collateral (including under Section 362 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law), (b) objection to (and will not otherwise contest or support any person in objecting to) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (c) objection to (and will not otherwise contest or support any person in objecting to) any other request adequate protection for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral, or (d) objection to (and will not otherwise contest or oppose or support any person in objecting to, contesting or opposing) any order relating to a sale or other disposition of assets of any Obligor to which any Senior Representative has consented or not objected (including under section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties are not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other relief applicable law), so long as any such credit bid provides for the payment in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount full in cash of the DIP Financing plus Senior Obligations upon the aggregate outstanding principal amount closing of Working Capital Facility Indebtedness plus the aggregate face amount such sale or disposition. EXHIBIT C Form of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.First Lien / Second Lien Intercreditor Agreement

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Credit Agreement or, if no Credit Agreement exists, under the other 38 | NY\1256666.8||| 038263-0065|| Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Grantor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Intercreditor Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Company or any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral AgentTrustee, on behalf of itself and the Noteholderseach Noteholder, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no (a) objection to (and will not otherwise contest) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the Notes extent the Liens securing the Senior Lender Claims under the Senior Credit Agreement or, if no Senior Credit Agreement exists, under the other Senior Lender Documents are subordinated to, or pari passu with, such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Noteholder Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Lender Claims made by Intercreditor Agent or any holder of Senior Lender Claims, (c) objection to (and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any holder of Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) objection to (and will not otherwise contest) any ancillary agreements other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any Lien on Senior Lender Collateral or arrangements regarding Cash (e) objection to (and will not otherwise contest) any motion or other pleading seeking an order or entry of an order relating to a sale of assets of any Grantor for which the Intercreditor Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Noteholder Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or rank to the DIP Financing that are materially prejudicial to their interestsLiens securing the Noteholder Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or Liquidation Proceeding, (a) if any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable and, except to the Company and its subsidiaries than extent permitted by Section 6.03, will not request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to the (x) any and all Liens securing such DIP Financing (and all obligations relating thereto) in on the same priorities basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement and (y) to any “carve-out” for professional and United States Trustee fees and any other customary expenses agreed to by the same extent as provided herein with respect Senior Representatives, (b) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no objection to the Working Capital Facility (and will not request adequate protection otherwise contest (i) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, ii) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral, (iii) any other request for judicial relief made in connection therewith (exceptany court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or iv) any motion or order relating to a sale or other disposition of assets of any Grantor for which any Senior Representative has consented that provides, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 such sale or by Section 6.4(b)); providedother disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing plus as set forth in the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsimmediately preceding sentence shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if If any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding at any time prior to the Discharge of First Lien Obligations, and if such Grantor as debtor-in-possession moves for the Working Capital Facility Collateral Agent or approval of any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the U.S. Bankruptcy Code to be provided by one or more lenders or any order for the use of cash collateral under Section 363 of the U.S. Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each, a “DIP Financing”), then the Notes Collateral each Second Lien Agent, on behalf of itself and the Noteholderseach applicable Second Lien Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection and will not support any objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable or use of cash collateral or to the Company and its subsidiaries than Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens securing any Second Lien Obligations or on any other debtor grounds (and, other than as permitted in possession financing available to the Company in the marketSection 6.3 hereof, will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral) and and, to the extent the Liens securing the Working Capital Facility First Lien Obligations (subject to under the principal amount thereof not exceeding the Working Capital Facility Debt Cap) First Lien Documents are subordinated to or pari passu with such DIP Financing (a “Senior DIP Financing”) , the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective its Liens on in the Shared Collateral to the Liens securing such DIP Financing (and all obligations Obligations relating thereto), so long as (i) the First Lien Designated Agent or First Lien Secured Parties holding a majority of the First Lien Obligations shall have consented (or not objected) to such DIP Financing, (ii) the Second Lien Agent retains its Liens on the Collateral to secure the applicable Second Lien Obligations (in each case, including proceeds thereof arising after the commencement of the case under any Debtor Relief Laws) with the same priority as existed prior to the commencement of the case under the subject Debtor Relief Laws (except that the Liens in favor of the Second Lien Secured Parties will be junior in priority to the Liens securing any Senior DIP Financing and the Liens securing the First Lien Obligations), (iii) if the First Lien Secured Parties (or any subset thereof) is granted adequate protection in respect of the Collateral in the same priorities form of a Lien on additional collateral and/or superpriority claims against the Company and/or other Grantors’ bankruptcy estates, as the case may be, then each Second Lien Agent, on behalf of itself and each applicable Second Lien Secured Party, may seek or request adequate protection in the form of a Lien (which shall be junior in priority to the Liens securing First Lien Obligations and the Liens securing any Senior DIP Financing (and all Obligations relating thereto)) on the same extent additional collateral and/or superpriority claims against the Company and/or other Grantors’ bankruptcy estates (which shall be subordinated to any superpriority claim granted to the First Lien Secured Parties in respect of the First Lien Obligations and any superpriority claim granted in respect of any Senior DIP Financing), as the case may be, as provided herein in 6.3 hereof, and (iv) the foregoing provisions of this paragraph shall not prevent any Second Lien Agent or any Second Lien Secured Party from objecting to any provision in any DIP Financing relating to any provision or content of a Plan of Reorganization or other plan of similar effect under any Debtor Relief Laws (other than a provision providing for satisfaction in full in cash of the DIP Financing on or prior to the effective date of such Plan of Reorganization or other plan of similar effect and other than a provision or Plan of Reorganization or other plan of similar effect under any Debtor Relief Laws providing for the satisfaction in full in cash of the Second Lien Obligations of such Second Lien Secured Party on or prior to the effective date of such Plan of Reorganization or other plan of similar effect and other than provisions for deadlines or similar requirements with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by conduct of the Working Capital Facility Collateral Agent or proceedings) to the extent permitted such plan provisions are not contemplated by the terms of this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsAgreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations Unless and until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrower's or any Obligor to obtain other Grantor's obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest (a) such Cash Collateral sale, use or DIP Financing lease of such cash or other collateral, unless each Senior Representative shall oppose or object to such sale, use or lease of cash or other collateral (provided that such DIP Financing is on terms and conditions in which case, no less favorable to the Company and its subsidiaries than Second Priority Representative nor any other debtor Second Priority Debt Party shall seek any relief in possession financing available to connection therewith that is inconsistent with the Company in relief being sought by the marketSenior Secured Parties); (b) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral unless each Senior Representative shall oppose or object to such DIP Financing, and, except to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and permitted by Section 6.03, will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by this the Senior Representatives; (c) any motion for relief from the automatic stay or from any injunction against foreclosure, exercise of a power of sale or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party; (d) any exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure or other disposition of Senior Collateral under Section 6.2 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (e) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral; (f) except as otherwise set forth in Section 6.4(b)); provided5.04 hereof, any other motion filed by the Senior Representative in any such Insolvency or Liquidation Proceeding that is otherwise consistent with the terms hereof or (g) any sale or other disposition of assets of any Grantor to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that (i) the aggregate principal amount Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the DIP Financing plus sale on the aggregate outstanding principal amount same basis of Working Capital Facility Indebtedness plus priority as the aggregate face amount of any letters of credit issued and not reimbursed under Liens on the Working Capital Facility Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement does not exceed the Working Capital Facility Debt Cap and or (ii) the Notes net proceeds of such sale will be applied to the payment of Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that (x) it will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale or other disposition of the Shared Collateral Agent supported by the Designated Senior Representative under Section 363 of the Bankruptcy Code and (y) notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice. No Second Priority Debt Party may, directly or indirectly, provide or propose, or support any other Person in providing or proposing, DIP Financing to a Grantor; provided that a Second Priority Debt Party may propose (and, for the avoidance of doubt, any Senior Priority Representative and any other Senior Secured Party may object to) DIP Financing so long as (1) the superpriority claims and Liens securing such DIP Financing are junior to the Senior Obligations and the Noteholders, Liens securing the Senior Obligations (including any adequate protection liens and superpriority claims with respect thereto) and (2) the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the providers of such DIP Financing (I) shall not require the Borrower or any other Grantor to pursue any specific plan of reorganization (other than a plan of reorganization that are materially prejudicial to their interestsprovides for Discharge of the Senior Obligations) and (II) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing in contravention of Section 6.03 below.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has occurred, if Holdings, the Borrower or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, then each Second Priority Representative, for itself and the Working Capital Facility Collateral Agent on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that (A) if any Senior Priority Representative or any Working Capital Facility Lender Senior Priority Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit Holdings’, the Borrower’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent permitted by the Liens securing the Working Capital Facility Obligations proviso in clause (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capii) are subordinated to or pari passu with such DIP Financingof Section 3.01(a) and Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 the Liens securing any Senior Priority Obligations are subordinated to or by Section 6.4(b)); providedhave the same priority as the Liens securing such DIP Financing, that will subordinate (iand will be deemed hereunder to have subordinated) its Liens in the aggregate principal amount of the Shared Collateral to (x) such DIP Financing plus (and all obligations relating thereto) on the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus same basis as the aggregate face amount of Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Priority Obligations under this Agreement, (y) any letters of credit issued and not reimbursed under adequate protection Liens provided to the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap Senior Priority Secured Parties and (iiz) “carve-out” for professional and United States Trustee fees agreed to by the Notes Collateral Agent Senior Priority Representatives, (B) it will raise no objection to (and will not otherwise contest) any motion for relief from the Noteholdersautomatic stay or from any injunction against foreclosure or enforcement in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party, (C) it will raise no objection to (and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain will not otherwise contest) any lawful exercise by any Senior Priority Secured Party of the right to object credit bid Senior Priority Obligations at any sale in foreclosure of Senior Priority Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any ancillary agreements similar provision under any other applicable Bankruptcy Law) or arrangements regarding Cash to exercise any rights under Section 1111(b) of the Bankruptcy Code with respect to the Senior Priority Collateral, (D) it will raise no objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Lien on Senior Priority Collateral use and (E) it will raise no objection to (and will not otherwise contest or oppose) any Disposition (including pursuant to Section 363 of the DIP Financing Bankruptcy Code) of assets of any Grantor for which any Senior Priority Representative has consented that are materially prejudicial provides, to their intereststhe extent such Disposition is to be free and clear of Liens, that the Liens securing the Senior Priority Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility Obligationsthe First Lien Lender Claims has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of cash collateral or to provide or permit the Bankruptcy Code) constituting Shared Collateral Company or (ii) to permit any Obligor other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral Second Lien Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that, so long as (x) the Noteholders, and maximum principal amount of indebtedness permitted under any such DIP Financing does not exceed the Pari Passu Collateral Agent, on behalf sum of (A) the First Lien Debt Cap (as of the Pari Passu Lendersdate of the incurrence of the DIP Financing) less any outstanding First Lien Lender Claims after giving effect to the incurrence of the DIP Financing and (B) $55 million, (y) the interest rate, fees and like amounts under the DIP Financing are commercially reasonably under the circumstances and (z) the terms of the DIP Financing do not provide for the sale of a substantial part of the Common Collateral or require the confirmation of a plan of reorganization containing specific terms or provisions mandating or dictating the terms of a plan of reorganization (other than repayment in cash of such DIP Financing on the effective date thereof), it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3), and, to the extent the Liens securing the First Lien Lender Claims under the First Lien Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that will subordinate its Liens in the Common Collateral and any other collateral (which Liens will, until the Discharge of First Lien Lender Claims has occurred, continue to be junior to the Liens securing the Obligations under the First Lien Credit Agreement or any other First Lien Loan Document or any Other First Priority Lien Obligations Document) to (i) such DIP Financing (and all Obligations relating thereto) on the aggregate principal same terms as the Liens securing the Obligations under the First Lien Credit Agreement or any other First Lien Loan Document or any Other First Priority Lien Obligations Document are so subordinated to the DIP Financing and (ii) any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Designated Agent, (b) the validity, priority, enforceability or voidability of the Liens or First Lien Lender Claims with respect to the Common Collateral, or to the extent to which the Liens securing the Obligations under the First Lien Credit Agreement or any other First Lien Loan Document constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise, (c) the allowance and payment of interest, fees, and expenses as provided under Sections 506(b) and (c) of the Bankruptcy Code or under any other applicable law or otherwise to any First Lien Lender, (d) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Lien Lender Claims made by any First Lien Agent or any holder of First Lien Lender Claims, (e) any lawful exercise by any holder of First Lien Lender Claims of the right to credit bid First Lien Lender Claims at any sale in foreclosure of First Lien Lender Collateral pursuant to Section 363(k) of the Bankruptcy Code or otherwise, or (f) any other request for judicial relief made in any court by any holder of First Lien Lender Claims relating to the lawful enforcement of any Lien on First Lien Lender Collateral. If no First Lien Lender or First Lien Agent offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then the Second Lien Agent and any Second Priority Secured Party may seek to provide DIP Financing in an amount not to exceed $55 million secured by Liens equal in priority to the Liens securing any First Lien Lender Claims so long as (A) such DIP Financing does not “roll-up” or otherwise include or refinance any Second Priority Claims (unless the Liens securing such “roll-up” or refinancing are subordinated to the Liens securing the First Lien Lender Claims on the same basis as the Liens securing the Second Priority Claims were so subordinated to the First Lien Lender Claim under this Agreement immediately prior to such “roll-up” or refinancing), and the First Lien Agent may object thereto, (B) the First Lien Agent or First Lien Lenders do not oppose or object to such DIP Financing, the granting or such liens, or the use of cash collateral and (C) the terms of the DIP Financing plus do not provide for the aggregate outstanding principal amount sale of Working Capital Facility Indebtedness plus a substantial part of the aggregate face amount Common Collateral or require the confirmation of a plan of reorganization containing specific terms or provisions mandating or dictating the terms of a plan of reorganization (other than repayment in cash of such DIP Financing on the effective date thereof). Notwithstanding any letters other provision of credit issued and not reimbursed under this Agreement, the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Second Lien Agent and the NoteholdersSecond Priority Secured Parties shall be entitled to file any pleadings, and objections, motions or agreements that assert the Pari Passu Collateral Agent and rights or interests available to unsecured creditors arising under either the Pari Passu Lenders, retain the right to object to Bankruptcy Code or applicable non-bankruptcy law not in violation of any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their intereststerm of this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency Proceeding or Liquidation Proceeding, and if the Working Capital Facility Senior Collateral Agent or (with the prior written consent of the Senior Collateral Agent and the Majority Senior Parties) any Working Capital Facility Lender Senior Representative, shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing cash collateral under Section 364 of the Bankruptcy Code or to provide financing to any Grantor under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative agrees, on behalf of itself and the Noteholdersother Second Priority Secured Parties, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lendersthat each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than to, nor support any other debtor in possession financing available Person objecting to, and will not otherwise contest, the use of such cash collateral or to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating theretob) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request or accept adequate protection or any other relief in connection therewith with the use of such cash collateral or such DIP Financing except as set forth in Section 6.04 and (exceptc) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Shared Collateral (i) to such DIP Financing on the same terms as the Senior Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), as expressly (ii) to any adequate protection provided to the Senior Secured Parties or the Second Priority Secured Parties, (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility Senior Collateral Agent or the other Senior Secured Parties, and (iv) agrees that notice received two (2) calendar days prior to the extent permitted by this Section 6.2 entry of an order approving such usage of cash collateral or by Section 6.4(b)); approving such financing shall be adequate notice. Notwithstanding anything herein to the contrary, prior to the Discharge of the Senior Obligations, each Second Priority Representative, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility, agrees that unless no Senior Secured Party has committed or consented to provide or provided, that or consented to or supported any other Person committing to provide or providing, any DIP Financing, no such Second Priority Secured Party will (ix) commit or consent to provide, or provide, any DIP Financing, without the aggregate principal amount prior written consent of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Senior Collateral Agent and the Noteholders, and Majority Senior Parties or (y) consent to or support any other Person (other than the Pari Passu Senior Collateral Agent or any Senior Representative or other Secured Party as provided in the immediately preceding sentence) committing to provide or providing any DIP Financing which is not supported by the Senior Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interestsMajority Senior Parties.

Financing Issues. From (a) If the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and shall move for the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit approval of the use of “Cash Collateral” (as such term is defined in Section 363(a) cash collateral or of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”)) under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law, then the Notes Collateral Agenteach Senior Representative, on behalf of itself themselves and the Noteholderseach Senior Holder, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agree that they will raise no objection to such Cash Collateral use or DIP Financing to, and will not support any objection to, and will not otherwise contest (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the marketa) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Common Collateral to the Liens securing such DIP Financing (the “DIP Financing Liens”) or the use of cash collateral that constitutes Common Collateral, in each case unless the Senior Collateral Agent, acting at the direction of the Controlling Holders, shall then object or support an objection to such DIP Financing, DIP Financing Liens or use of cash collateral, and all obligations relating theretothe Senior Representatives and the Senior Holders (i) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request object on the basis of lack of adequate protection or seek any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) (A) to the Notes extent that such DIP Financing Liens are senior to the Liens on any such Common Collateral for the benefit of the Controlling Holders, each Non-Controlling Holder of Senior Obligations (and Senior Representative thereof) will subordinate its Liens with respect to such Common Collateral on the same terms as the Liens of the Controlling Holders (or Senior Representative thereof) (other than any Liens constituting DIP Financing Liens) are subordinated thereto and (B) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Common Collateral granted to secure the Senior Obligations of the Controlling Holders, each Non-Controlling Holder of Senior Obligations will confirm the priorities with respect to such Common Collateral as set forth herein; provided that, the terms of such DIP Financing do not require any Grantor to seek approval for any plan of reorganization that is inconsistent with this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of the Senior Obligations made by the Senior Collateral Agent and acting at the Noteholdersdirection of the Controlling Holders, and with regard to Common Collateral, (c) any lawful exercise by the Pari Passu Senior Collateral Agent and the Pari Passu Lenders, retain acting in accordance with Section 4.1(a) of the right to object credit bid Senior Obligations at any sale in foreclosure of Common Collateral, (d) any other request for judicial relief made in any court by the Senior Collateral Agent acting at the direction of the Controlling Holders relating to the lawful enforcement of any ancillary agreements Lien on Common Collateral or arrangements regarding Cash (e) any order relating to a sale of Common Collateral use for which the Senior Collateral Agent acting at the direction of the Controlling Holders has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Obligations will attach to the proceeds of the sale on the same basis of priority as set forth in this Agreement; provided that all Liens granted to the Senior Collateral Agent in any Insolvency or Liquidation Proceeding are intended by the DIP Financing that are materially prejudicial parties hereto to their interestsbe and shall be deemed to be subject to the Lien priority and the other terms and conditions of this Agreement.

Financing Issues. From If [Holdings], the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if Borrowers or any Obligor other Pledgor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral any First Lien Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral cash collateral or (ii) to permit the Borrowers or any Obligor other Pledgor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Code Law (“DIP Financing”), then the Notes Collateral each Second Priority Agent, on behalf of itself and the Noteholderseach applicable Second Priority Secured Party, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to to, and will not support any objection to, and will not otherwise contest (a) such Cash Collateral use of cash collateral or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or except to the extent permitted by this Section 6.2 6.3) and, to the extent the Liens securing the Senior Lender Claims under the Senior Lender Documents are subordinated or by Section 6.4(b)); providedpari passu with such DIP Financing, that (i) will subordinate its Liens in the aggregate principal amount of the Common Collateral and any other collateral to such DIP Financing plus (and all Obligations relating thereto) on the aggregate outstanding principal amount same basis as the other Liens securing the Second Priority Claims are so subordinated to Liens securing Senior Lender Claims under this Agreement, (b) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Working Capital Facility Indebtedness plus the aggregate face amount Senior Lender Claims made by any First Lien Agent or any holder of Senior Lender Claims, (c) any letters lawful exercise by any holder of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Senior Lender Claims of the right to object credit bid Senior Lender Claims at any sale in foreclosure of Senior Lender Collateral, (d) any other request for judicial relief made in any court by any holder of Senior Lender Claims relating to the lawful enforcement of any ancillary agreements Lien on Senior Lender Collateral or arrangements regarding Cash (e) any order relating to a sale of assets of any Pledgor for which any First Lien Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the Senior Lender Claims and the Second Priority Claims will attach to the proceeds of the sale on the same basis of priority as the Liens securing the Senior Lender Collateral use or do to the DIP Financing that are materially prejudicial to their interestsLiens securing the Second Priority Collateral in accordance with this Agreement.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations or the repayment in full of the Senior Obligations in cash or equity has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Company’s or any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Second Priority Representative, for itself and on behalf of itself and the Noteholderseach Second Priority Debt Party under its Second Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, to the extent the Liens securing the Working Capital Facility any Senior Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral to the Liens securing (x) such DIP Financing (and all obligations relating thereto) in on the same priorities and basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens granted to the same extent as provided herein with Senior Secured Parties in respect of the Shared Collateral, and (z) to the Working Capital Facility any “carve-out” for professional and will not request adequate protection or any other relief in connection therewith (except, as expressly United States Trustee fees agreed to by the Working Capital Facility Collateral Agent or to Senior Representatives; provided that, the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount terms of the such DIP Financing plus do not require any Grantor to seek approval for any plan of reorganization that contravenes the aggregate outstanding principal amount terms of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued this Agreement; provided further that each Second Priority Representative and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility each Second Priority Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain Party retains the right to object to (1) any ancillary agreements DIP Financing in excess of the DIP Cap and (2) any provision in any DIP Financing that (A) requires the sale, liquidation or arrangements regarding Cash other disposition of material assets that do not constitute Collateral, (B) requires any Second Priority Representative or any Second Priority Debt Party to release their Liens in the Collateral use securing the Second Priority Debt Obligations as a condition to any Grantor’s obtaining such DIP Financing, or (C) requires specific and material terms of a plan of reorganization or similar dispositive restructuring plan other than terms for a sale, liquidation or other disposition of Collateral or the repayment in full in cash of such DIP Financing on the effective date thereof (it being understood that the inclusion in such DIP Financing of termination events or milestones that require the proposal after initial funding under the DIP Financing of a plan of reorganization (without mandating content or terms of such plan) would not be considered to require specific and material terms of a plan of reorganization or similar dispositive restructuring plan); provided, further that for the avoidance of doubt, that plan terms regarding the sale, liquidation or other disposition of non-material assets are materially prejudicial not material terms. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, further agrees that, until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to their interests(and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party against the Shared Collateral, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Shared Collateral or under Section 363(k) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Shared Collateral, or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of Shared Collateral (including under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Debt Parties are not deemed to have waived any rights, and shall have the right, to credit bid on the Shared Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under the Bankruptcy Code or any other applicable law), so long as any such credit bid provides for the Discharge of the Senior Obligations. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two (2) Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

Financing Issues. From the incurrence of the Working Capital Facility Obligations until (a) Until the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any First Lien Secured Party shall desire to consent (or not object) to the Working Capital Facility Collateral Agent sale, use or lease of cash or other collateral or to consent (or not object) to the Company’s or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf none of the Pari Passu Lenders, Second Lien Secured Parties will raise no any objection to and will not otherwise contest (1) such Cash Collateral sale, use or lease of such cash or other collateral, unless the First Lien Collateral Trustee shall oppose or object to such use of cash collateral (in which case, none of the Second Lien Secured Parties shall seek any relief in connection therewith that is inconsistent with the relief being sought by the First Lien Collateral Trustee); or (2) such DIP Financing Financing, unless (provided that x) the First Lien Collateral Trustee shall oppose or object to such DIP Financing, (y) the terms of such DIP Financing is provide for the sale of all or substantially all of the First Lien Collateral and/or the Second Lien Collateral prior to any event of default under the documentation providing for such DIP Financing in connection with the exercise of remedies or require the confirmation of a plan of reorganization containing all or substantially all of the material terms or provisions (other than repayment in cash of such DIP Financing on terms the effective date thereof) or (z) the maximum principal amount of indebtedness permitted under such DIP Financing exceeds the sum of (I) the aggregate amount of First Lien Obligations refinanced with the proceeds thereof or otherwise “rolled-up” into such DIP Financing plus (II) an amount equal to ten percent (10%) of the aggregate principal amount of First Lien Obligations and any amount available to be drawn under outstanding letters of credit and aggregate principal amount of revolving commitments, in each case, under the First Lien Documents as in effect immediately preceding the date of commencement of such Insolvency or Liquidation Proceeding. If such DIP Financing meets some, but not all, of the foregoing conditions, then each Second Lien Secured Party unconditionally agrees that it will only raise an objection to or contest such DIP Financing based upon the conditions no less favorable which are not met and will not object, oppose or contest on any other basis. Except to the Company and its subsidiaries than extent permitted by Section 6.03, none of the Second Lien Secured Parties will request adequate protection or any other debtor relief in possession financing available to the Company in the market) and connection therewith and, to the extent the Liens securing the Working Capital Facility any First Lien Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective (and will be deemed hereunder to have subordinated) its Liens on in the Shared Collateral (and in any other assets of the Grantors that may serve as collateral (including avoidance actions, or the proceeds thereof)) to the Liens securing (A) such DIP Financing (and all obligations relating thereto), (B) in the same priorities and any adequate protection Liens provided to the same extent as provided herein with respect First Lien Secured Parties and (C) any “carve-out” for professional and United States Trustee fees agreed to by the Working Capital Facility First Lien Collateral Trustee. The limitation in clause (z) shall not apply to Bank Product Obligations or Hedging Obligations, and Bank Product Obligations and Hedging Obligations shall not count toward such limitation. Until the Discharge of First Lien Obligations has occurred, none of the Second Lien Secured Parties will raise any objection to and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.otherwise contest:

Financing Issues. From the incurrence of the Working Capital Facility Obligations until Until the Discharge of Working Capital Facility ObligationsSenior Obligations has occurred, if the Borrowers or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Working Capital Facility Collateral Agent any Senior Representative or any Working Capital Facility Lender Senior Secured Party shall desire to consent (ior not object) to permit the sale, use or lease of “Cash Collateral” cash or other collateral or to consent (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (iinot object) to permit the Borrowers’ or any Obligor to obtain other Grantor’s obtaining financing (including, for the avoidance of doubt, from any Senior Secured Party) under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then the Notes Collateral Agenteach Junior Representative, for itself and on behalf of itself and the Noteholderseach Junior Priority Debt Party under its Junior Priority Debt Facility, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, agrees that it will raise no objection to and will not otherwise contest such Cash Collateral sale, use or DIP Financing (provided that lease of such cash or other collateral or such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and and, except to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cappermitted by Section 3.01(a) are subordinated to or pari passu with such DIP Financingand Section 6.03, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (exceptand, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted the Liens securing any Senior Obligations are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing the Senior Obligations under this Agreement, (y) all adequate protection Liens granted to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees or payment of any other amounts agreed to by applicable Senior Secured Parties. Each Junior Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, further agrees that until the Discharge of Senior Obligations has occurred, it will raise no (a) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior Representative or any other Senior Secured Party, (b) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision under the Bankruptcy Code or any other applicable law), (c) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (d) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including under Section 363 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) for which the Designated Senior Representative has consented (or not objected) that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Debt Obligations pursuant to this Section 6.2 or by Section 6.4(b))Agreement; provided, however, that nothing in this Section 6.01 shall prohibit any Junior Priority Debt Party from (ia) the aggregate principal amount subject to Section 6.05(b), exercising its rights to vote in favor of the or against a plan of reorganization, (b) proposing a DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of to any letters of credit issued and not reimbursed under the Working Capital Facility Agreement Grantor so long as such DIP Financing does not exceed the Working Capital Facility “roll up” any pre-petition Junior Priority Debt Cap and Obligations or (iic) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object objecting to any ancillary agreements or arrangements regarding Cash Collateral use or the provision in any DIP Financing that are materially prejudicial to their interestsrelating, describing or requiring any provision or content of a plan of reorganization.

Financing Issues. From (a) If, prior to the incurrence occurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility ABL Obligations, if any Obligor shall be Grantor becomes subject to any Insolvency Proceeding or Liquidation Proceeding, and if the Working Capital Facility Collateral ABL Agent consents (or any Working Capital Facility Lender shall desire (idoes not object) to permit the use of “Cash Collateral” ABL Priority Collateral (as such term for the avoidance of doubt, including but not limited to the use of any ABL Priority Collateral that is defined in Section 363(acash collateral) of the Bankruptcy Code) constituting Shared Collateral by any Grantor during any Insolvency or (ii) Liquidation Proceeding or provides financing to permit any Obligor to obtain financing Grantor under Section 364 of the Bankruptcy Code secured by ABL Priority Collateral (and, if secured by Term Priority Collateral, secured only by Liens on Term Priority Collateral that are junior to the Liens on such Term Priority Collateral securing the Term Obligations) or consents (or does not object) to the provision of such financing to any Grantor by ABL Secured Parties or any third party (any such financing, whether provided by the ABL Agent or any ABL Secured Parties (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then the Notes Collateral Agenteach Term Representative agrees, on behalf of itself and the Noteholdersother Term Secured Parties, that each Term Representative and the Pari Passu Collateral Agent, on behalf of the Pari Passu LendersTerm Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such ABL Priority Collateral or to such Cash ABL Priority DIP Financing, (b) shall not request or accept adequate protection in connection with the use of such ABL Priority Collateral use or such ABL Priority DIP Financing except as permitted by Section 6.03 hereof, (c) will subordinate (and will be deemed hereunder to have subordinated) its Liens on any ABL Priority Collateral and any Adequate Protection Liens provided that in respect thereof (i) to the Liens on such ABL Priority Collateral securing such ABL Priority DIP Financing is on the same terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent as the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) of each Second Priority Representative on such ABL Priority Collateral are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared such ABL Priority Collateral to the Liens securing such ABL Priority DIP Financing (and all obligations relating theretosuch subordination will not alter in any manner the terms of this Agreement), (ii) in the same priorities and to the same extent as provided herein any adequate protection with respect to the Working Capital Facility ABL Priority Collateral provided to the ABL Secured Parties, including, without limitation, Adequate Protection Liens on the ABL Priority Collateral provided to the ABL Secured Parties and will not request adequate protection or (iii) to any other relief in connection therewith (except, as expressly “carve-out” with respect to the ABL Priority Collateral for professional and United States Trustee fees agreed to by the Working Capital Facility Collateral ABL Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap other ABL Secured Parties and (iid) agrees that any notice of such events found to be adequate by the Notes Collateral Agent and the Noteholdersbankruptcy court shall be adequate notice, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.provided that,: